It Takes Two
by a.dale
Summary: Peter Parker never expected that one day he'd have a new family after losing his first one. Yet somehow, one finds him in the form of Steve Rogers and the Avengers. Having never expected this second chance, he certainly never expected a separate parental addition; especially not in the form of the deadliest men alive who can't remember his own name but never forgets Peter's.
1. Chapter 1

**Hello all,**

**So I finally finished another story, and here it is! Since the new story options are limited, I'll put the details here. **

**This is an Avengers/Captain America:TWS/Amazing Spider-man crossover. The Avengers bit is just for the characters, but the events of TASM are mentioned later in the story. As for CA:TWS - this story is sort of a pre/post fic with what would/could have happened if Bucky/the Winter Soldier wasn't only hydra's puppet and cared about someone he met without any help from hydra or Steve. It'll make sense later, I promise.**

**Reviews/constructive criticism always welcome. **

**Hope you like it :) here's chapter 1.**

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><p>It had taken over a year for this moment to finally be able to come to pass, and now that it was happening, Steve was so happy he was actually tongue tied. The adoption process had finally gone through and now he had 4 year old Peter Parker by the hand, leading him into the Avengers tower where he lived with his fellow teammates. He crouched down when they were in the elevator so that they were closer to the same height, and he couldn't help but marvel at just how tiny Peter was.<p>

"Are you ready to meet the rest of my family?" he asked, and Peter looked both nervous and excited.

"Are they your real family?"

"They're family like you and me are gonna be family." he replied, and watched the glimmer of hope sparkling in the little boys eyes.

"Are they really superheroes?" was the boys next question, and Steve gave a wide smile.

"You'll have to tell me, buddy." the elevator came to a stop and he stood back up, feeling the tiny hands grab onto his pant leg. He smiled, putting his hand on Peter's head, carefully leading him into the common room. The whole team was waiting; Tony and Pepper were standing together discussing something in low voices, but the moment they walked in they looked over and smiled in greeting. Natasha and Clint were standing together at a table covered in food clearly meant to welcome them back, and Thor was standing with them, giving a broad grin when he saw them.

"My friend! Welcome! And welcome to you as well, little one. It is an honour to include you in our family." Peter stood in complete shock next to Steve and when he looked up at Steve, completely confused and unsure, Steve crouched back down to his level only to lift him up, gratified when small arms wrapped around his neck.

"Come on, I'll introduce you to everyone, and once you've said hello, we'll have some cake and then I'll show you your new room."

"I get my own room?" was the four year old's excited attempt at a whisper, so of course, everyone heard. Steve smiled serenely at the excited child in his arms.

"Of course. Right down the hall from mine. I'll show you everything later." Peter nodded and then looked far more excited to meet everyone, looking first to Thor since he'd greeted them first.

"Peter, this is Thor."

"Hello," the little boy greeted shyly, clinging to Steve, but he gave a happy little smile that soon turned sly as he asked a question. "Are you a real god of thunder?" Thor let out a booming laugh, and Tony's surprised laughter met them from behind.

"He really knows how to work these events." Tony joked, even as Thor nodded his head in assent.

"I am indeed as you say."

"Can I see?" at that, Steve laughed, giving the boy a quick squeeze of a hug.

"Maybe later, okay?" Peter pouted for another moment, but then his eyes were scanning the room, taking in all the faces. His gaze stopped on the two assassins.

"You have the bow and arrow." he said to Clint, almost a question, and so Clint nodded. "Can I see it?"

"Sure, kid." as if he'd been waiting for such a question, the bow appeared as if out of nowhere, and he held it forward as Steve obligingly set Peter down so he could cautiously hurry over.

"Wow. Do you shoot real arrows?"

"Yeah, but they're pretty sharp and Steve would kill me if you hurt yourself on one of my arrows." Peter looked sheepishly back at Steve, but there was something else there, something Steve decided to ask the boy about later. Before he could say anything though, Peter had turned to Natasha.

"You're really pretty." he said immediately, and she gave a surprisingly soft smile.

"Thank you."

"And I saw you kick the bad guys butts. It was super cool." Natasha gave a startled laugh and the smile warmed.

"When you're older, I'll teach you how to do that too." Peter gave an excited little laugh.

"Really?" then he looked at Steve, smile filled with hope. "Can I learn?"

"When you're older, just like she said." Peter's smile grew impossibly wider and he ran back over to hug Steve, little arms squeezing as hard as they could.

"Thank you, thank you, thank you." then he was off again, this time rushing over to Tony, no longer uncomfortable in the room. "Hi!" he greeted, and Tony found himself grinning right back. Luckily, Pepper didn't seem nearly so tongue-tied because she immediately cut in.

"It's so nice to finally meet you, Peter. Steve's been telling us all about you for weeks." nobody missed how Peter seemed to unconsciously gravitate closer to her.

"He did?"

"Yes, he did. He's been so excited. He couldn't wait for you to join our little family."

"Really?" the vulnerability behind the question was missed on nobody, and Steve felt his heart swell at the hope in his voice.

"Really. In fact, we heard you're pretty clever for your age, and Tony was really excited to show you some of the things he's invented. He thought you'd like to help, isn't that right, Tony?" she looked over to him, passing him the subject when it was more in his area, and Tony rolled with it.

"It's true! See I've got this plan for a new water gun because Thor accidentally broke the last one, and-" Steve tuned out the rest of the words since he knew Pepper would keep the subject safe and he couldn't really understand any of the references to technical stuff anyways. Instead, he marvelled at how well Peter already seemed to be adapting, and how excited he seemed, shooting little glances back at Steve every once in a while, as if checking to make sure he was still there. Steve just smiled at him each and every time, and Peter would flash a smile in return before turning his attention back to Tony who he listened to with rapt attention. That was when Steve noticed that their little group was missing someone.

"Where's Bruce?" he asked no one in particular, though he looked towards the two assassins so as not to disturb the conversation between Peter and Tony which had become very animated and now included the two of them huddling over a tablet while Tony made wide gestures to express himself. Peter's motions weren't as large, more reserved, but Steve could only imagine that that would change once Peter was fully confident around the other adult. Natasha just nodded towards Peter.

"He was nervous." Steve frowned but he knew he couldn't leave with the way Peter kept shooting glances at him. Obviously sensing his dilemma, Natasha pushed off the table. "I'll get him." she slipped out of the room without Peter even noticing and moments later, the elevator doors swished open, Natasha strolling out, Bruce on her heels, nervously fixing his glasses.

"Steve." he nodded, coming to stand next to him, fidgeting as his eyes zeroed in on Peter, giving a nervous smile when he saw the boy's attention had focused on him as a newcomer. Steve watched Peter lean in to ask Tony a question, saw Tony glance towards him and Bruce and then whisper back. Whatever he said had Peter's face softening all over, and he gave the sweetest smile before carefully making his way over to them. Though everyone was talking amongst themselves, Steve could feel their attention was focused on what was happening with Peter and Bruce.

"Hello. Mr. Stark told me that you're a doctor and that you do-" he looked back at Tony, a look of bewilderment on his face as he was shooed on by the genius and turned back to Bruce, face scrunching up as he tried to repeat the sentence word for word. "Really awesome science stuff." he managed to repeat, and then beamed up at Bruce who just looked back down in his with a bemused smile on his face.

"I am a scientist, yes." Peter was immediately bouncing on the balls of his feet, a happy smile in place, as if this admission meant that the doctor was comfortable around him.

"I want to be a scientist when I grow up!" he proclaimed excitedly, eyes shining. "My dad was a scientist." he went immediately pale, looking at Steve, but before Steve could even react, Bruce was speaking.

"It takes a lot of work to become a scientist. Are you excited to be starting school in the fall? I hear you and Steve went to see schools together. Did you have a favourite?" Peter nodded excitedly, though he still glanced nervously at Steve.

"We did! And we got ice cream!" the boy blushed, obviously realizing that hadn't been Bruce's question, but the doctor just laughed.

"I bet that was the most exciting part of the trip. Most of the schools probably seemed the same, didn't they? They don't really get exciting until college or university." the doctor admitted, and Peter nodded sagely, eyes wide as if he understood, clearly hanging off every word.

"If you're a scientist, why do they call you a doctor?" Peter asked, honestly curious, and Bruce was obviously quite charmed by the boy because he answered with an easy smile.

"You know, Peter? I don't really know why everyone ends up being a doctor if they reach my level of education. But when I find out, I'll let you know." Peter gave a pleased smile and then looked towards the table.

"Do you want some cake?" Peter asked, and Bruce blinked in surprise. "I bet it's really yummy." Bruce just gave the boy a warm smile in response to his hopeful one.

"I would love some. Would you like a piece as well?" Peter nodded so hard it looked like his head could come off, and just like that, he darted forward to take Bruce's hand and tugged him towards the table. Again, the boy surprised him, but Bruce just gave another smile, obviously as gone on the boy as the rest of them were. When they were at the table, Peter ran back to get Steve, tugging him to the table as well.

"Can you cut the cake?" he asked, beaming up at him, and Steve gave in, knowing he would probably end up giving in more than he should, but remembering how pale the boy had gone when he'd accidentally mentioned his biological parents, he thought that was probably okay.

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><p>By the time the welcome party was over, Steve was carrying Peter downstairs, the boy fast asleep in his arms. He was worrying about whether or not he should put the boy in his own room or not, since no matter where he was, it would be somewhere unfamiliar, but the question was taken out of his hands when Peter stirred with the sound of the elevator. He went tense first, and then his eyes fell on Steve and he immediately, and unconsciously relaxed.<p>

"Where are we?"

"This is our floor. Where we live in the tower. We've got the whole floor to ourselves."

"Awesome." Peter said, excited and exhausted, eyes already drooping again.

"Are you ready to see your room?" Peter didn't answer right away, but when he finally nodded, Steve pushed the door open to the room he'd had Pepper help him design.

"Wow, this is my room?" the boy asked, looking around in sleepy wonder, and Steve nodded.

"It is." then he stepped out of the room and pointed down the hall. "And see that door? That's my room." he moved back into Peter's room, settling him down on the bed and pulling off his shoes and helping him get his jeans off. "Do you want to put pyjamas on or just sleep like this?"

"What kind of pyjamas?" was the response instead, and Steve moved over to the dresser, checking the drawers. He knew he shouldn't have expected anything else when he saw the Captain America pyjamas and just knew that Tony had had his hand in this.

"There's only these." he said, pulling them out, flushing in embarrassment. "Tony probably thought it would be funny. We can get you new ones tomorrow." Peter just stumbled over and grabbed at the Captain America pyjamas, holding them close.

"No! I love them." he said, clutching them close, and Steve couldn't help the wave of affection.

"Alright, don't worry. You can keep them if you really want to. Come on, let's get them on." together, they managed to get Peter into the pyjamas, and the boy immediately curled up under the blankets, eyes already closing. Though he waited a moment, the eyes didn't open again, and so Steve got up and went to his own room, putting on his own blue pyjama pants and a white t-shirt to sleep in, picking up his book to read before he fell asleep.

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><p>It was the middle of the night and he'd been fast asleep until something snapped him awake. He looked around, eyes sharp and ready for anything, until they fell on the small, fidgeting shape of Peter in the doorway.<p>

"Peter?" at the sound of his name, the little boy immediately took a few steps closer, but not close enough to reach. "Peter, what's wrong?"

"I couldn't sleep." and the voice caught just enough for Steve to know there were tears.

"Hey, it's okay." he sat up, pushing back the covers so he could stand when Peter spoke again, words rushing out so quickly they were nearly strung together as all one word.

"Can-I-sleep-in-here-with-you?" he asked, voice high pitched and nervous, clearly fearing rejection. Steve could only feel more affection.

"Of course. Climb in." Peter all but fell over his own feet in his rush to get there, and he immediately climbed into Steve's bed, settling down right next to Steve, curled up against his side.

"Promise you won't leave?" was the small question that followed when Steve lied back down, and this time, the words brought an ache.

"Hey, I'll always be here when you need me. No matter what."

"Promise?"

"I promise." there was silence and Steve thought Peter might have actually fallen asleep when Peter spoke again.

"What am I supposed to call you now?" was the next question, and it was one Steve had spent many days thinking over too.

"That's really up to you, Peter. Just as long as you don't call me Mr. Rogers. That makes me feel old." that got a giggle out of the boy.

"But you _are_ old." Steve couldn't help but laugh, but Peter was fidgeting again, and he waited to see what the boy would say if only so he could ease his discomfort. "You're not my dad." were the soft words that followed, heartbroken words, and they broke Steve's heart as well.

"No, I'm not. He was a very special person, and I could never replace him."

"I miss him. And my mom." there were the tears again, and Steve wrapped his arms around the tiny body of the four year old, lending all the comfort he could.

"I know, I know you do." Peter sniffled a few times before he finally returned to the originally question at hand.

"You aren't my real dad, but you're my new dad. My friends don't call their dad's by there names." It was in that moment that Steve realized never once had Peter called him by name, and when other people had he'd given an odd look. He wondered if this was why.

"You know, when I was a kid, my best friend called his dad 'papa'." there was silence and Steve was about to backtrack when Peter spoke up.

"Can I call _you_ Papa?"

"I would be honoured." Peter finally relaxed, and that told Steve just how much this had clearly been bothering the boy. Peter didn't say another word, and so neither did Steve, instead he closed his eyes, intent on going back to sleep.

"Papa?" Steve couldn't deny the thrill it gave him to have his now legally adopted son calling him that.

"Yes?"

"I love you." it was said with the pure innocent adoration that only small children could have, and the warmth in Steve's chest nearly wanted to burst out through his ribcage.

"I love you too, Peter." he replied softly, and then on instinct, bent to press a kiss to the messy curls of hair on the top of the boy's head. "Now get some sleep, okay?" Peter gave a small nod, and then together, they drifted off to sleep.


	2. Chapter 2

After the incident with Peter's discomfort on what to call people, Steve went around to everyone to talk to them about making it easier for him. He found Natasha and Clint first.

"What's wrong?" it was Natasha who asked, having caught that something was bothering him immediately like she always did, and her tone had Clint looking up sharply as well.

"Is the kid okay?" Clint asked immediately, and Steve smiled.

"Yeah, he's fine. He's actually with Pepper right now. She promised that she'd show him how to properly use a StarkPad this morning. But he is why I wanted to talk to you."

"Did he have nightmares?" Again it was Natasha, and Steve shrugged.

"Probably." then he couldn't help but smile. "He asked if he could call me Papa." the lines of worry that had been creasing both assassins faces smoothed out, and Natasha reached out to cover his hand.

"That's wonderful, Steve."

"It is. But he was really nervous about asking. I think – I think he's afraid that we – that I – might leave one day."

"Just like his parents." Natasha surmised, and Steve nodded.

"How can we help?" Clint asked, already game to whatever plan Steve had obviously come to propose, and again Steve smiled. He was really lucky that these were the people he got to call friends in this time so unlike his own.

"I was hoping that maybe you could all make sure he felt familiar with you."

"You mean like how he is with you, wanting to call you Papa."

"Yes. We introduced ourselves as his family, and I think he'd be over the moon if he got to address everyone like that."

"The only time he said any of our names was when he called Tony Mr. Stark. And that was only because he had to specify." Natasha mused, and Clint nodded.

"You know, you're right." then he grinned. "Alright, well I'm totally going to be uncle Clint. I've always wanted a nephew." Natasha shot him a look that was a mix of exasperation and fondness, but she nodded in agreement.

"I'll reintroduce myself as aunt Tasha. It's easier to say for small children than Natasha." Steve beamed at them both.

"Thank you. Both of you. It means a lot." the smile Natasha gave him then was soft and fond.

"Of course, Steve. You know we're just as happy to have a new addition to our little family." Steve smiled back and leaned over to press a kiss to her cheek.

"I know." he turned to leave and Clint made a sound of disbelief.

"Hey! How come she gets a kiss on the cheek and I don't?" he demanded, and though he was clearly joking, Steve just leaned over to kiss his cheek as well before he left the room. Clint just stared after him in shock and Natasha smirked in amusement, watching the grin spread across Clint's face. "I was just kissed by Captain America!" he crowed, and though she shook her head, Natasha didn't lose her smile.

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><p>Steve went down to the lab next and found both Tony and Bruce there, glad that they were both in one place and he wouldn't have to hunt them both down separately. Unsurprisingly, it was Bruce that saw him first and gave a welcome smile.<p>

"Steve. Where's Peter today?" at the boy's name, Tony looked up, and gave Steve a mock salute.

"Pete's with Pepper. She's teaching him to use a StarkPad since Cap over here isn't quite as computer savvy." Steve just shot Tony a look but the billionaire just grinned back cheekily.

"Ah," was Bruce's only reply. Then, "What can we do for you, Steve?"

"I actually wanted to talk to you both about Peter." he said, repeating the words he's said only minutes before to Natasha and Clint. "I don't think he knows where he really belongs here, and I wanted everyone's help trying to make him feel more at home."

"Sure thing, Cap. What can we do?" Steve could remember the day when Tony had sneered the nickname, and could only be glad that somehow, against all odds, they'd actually become friends.

"He's scared by how he's supposed to address people. He," Steve paused, unable to help his beaming smile. "He asked to call me Papa last night." the answering smiles were warm, from Bruce, and both amused but oddly understanding from Tony as well. "Clint and Natasha already agreed to reintroduce themselves to him with more familiar titles-"

"Like aunt Nat and uncle Clint?" Tony butted in, and then he was grinning. "I am totally going to be the best uncle ever." Steve couldn't stop himself from rolling his eyes, but he gave an indulgent smile.

"If you wouldn't mind reintroducing yourself like that, I think it would make him a lot more comfortable." Tony nodded gamely, but Bruce looked unsure, an apologetic smile on his face as he removed his glasses to clean them before replacing them on his face to ask the next question.

"Are you sure that you want to him to -" he paused, obviously searching for a word that would serve his purpose without offending. "Rely on people like us?" Steve ignored Tony's indignant sputtering and reached out to put a hand on Bruce's shoulder.

"Bruce, you're one of the most reliable people I know. I chose for Peter and I to live here because I trust you all with my life and his." Unable to argue, Bruce just shook his head, but agreed.

"When I'm finished with the equations I'm working on-"

"No need to rush yourself. I'm sure he's happily distracted with whatever things Pepper is teaching him."

"Yeah, Pepper's great with kids. She's great with everything. I should give her a raise." Tony muttered, and Bruce and Steve exchanged a glance. At this rate, they were surprised Pepper wasn't making more money than Tony was from all the raises he thought she deserved. Steve decided that was his cue to lead for the exit.

"Have either of you seen Thor?"

"He left fairly early this morning and hasn't been back. I think he got news from Asgard because he looked troubled." Steve nodded, frowning as he wondered what news the Asgardian could have received that would so drastically affect his mood. As he left the lab, he pulled out his cellphone, dialling the number of the phone Thor made sure to carry on him whenever he visited earth, or Midgard as he called it.

"Steve, my friend, is all well with young Peter?" was the greeting he received, and Steve was just glad Thor had answered. He'd been known to ignore its ringing if he was in a foul enough mood, not wanting to infect his friends with his brooding, as he put it.

"He seems happy." Steve responded easily. "I wanted to talk to you about him though." that's where he paused, because he'd never really given much thought to what he was asking Thor until then. With the others, they had no family beyond each other, but Thor was different; he had a family, and a brother despite the horrible things his brother had done.

"What is it, my friend? Has he been overwhelmed by his new home?"

"Not exactly. He's been nervous about what to call everyone."

"Ah." and with that single syllable, Steve was also reminded that Thor's brother was also adopted, and he winced, regretting having brought anything up at all. "He feels unsure of his position in our unusual collection of souls." Steve could only agree.

"Yes, exactly."

"Have you spoken with the others of this?" Thor asked, and Steve was hit with another reminder; despite everything, Thor was actually hundreds of years old, and probably only years away from a coronation that would name him king of the realms.

"I have. They're all planning on reintroducing themselves to him."

"And you? What have you decided to have him address you as?"

"He asked to call me Papa." and for some reason, it felt much more solemn as he told Thor. Of course, Thor's reaction was kind.

"That is wonderful news, my friend. I know that this is what you longed for. It pleases me that it has been given to you. Peter is a very kind soul." Steve couldn't respond before Thor had continued. "I found myself troubled this morning by news of my brother," Thor admitted, and Steve felt uncomfortable speaking about such personal things over the phone, but he didn't say anything to stop Thor from speaking. "I learned that my brother is not allowing any visitors to see him; meaning that he does not wish to see either our mother or I. This pained me." Thor admitted, and Steve could only imagine. "But you have reminded me that though Loki was the brother I grew up with, he is no longer the only brother I have." Steve wondered where the other had learned to have such a way with words, and couldn't help but think that maybe that was one of the few good things Loki had done; teach Thor to use his words wisely.

"You know we consider you one of our own, Thor." Steve managed to say, hoping it was good enough, and Thor gave a pained laugh.

"Yes, I have been made aware." there was a pause and Steve wondered if he should say something, anything to make it easier, but again, Thor beat him to it. "I wonder if it would be alright if I too reintroduce myself to the little one."

"Of course, you can have him call you anything you'd like."

"I am honoured by this, my friend. Where does Peter intend to spend his afternoon?"

"He's with Pepper right now, but if he wasn't too distracted with all the computer stuff, I was going to take him to a park or something. I thought he'd probably need to use up some of that energy kids always seem to have." Thor laughed, but this time Steve couldn't tell over the phone if it was pained or not.

"Aye, they are as you say. Perhaps I will speak to him when you return from your adventure together."

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><p>Pepper watched as Peter's tiny hands flew across the screen, eyes wide with wonder as he explored the child appropriate programs Pepper had had installed on the device especially for the boy. She'd found something from every discipline under the sun so that he'd have every opportunity to develop whatever skills or interests he could hold, and he seemed to be enjoying it as he explored, only needing to be shown things once before he knew what he was doing. He was very clever, Pepper would give him that, but also shy, and she could see that he was beginning to worry about where Steve was by the way he kept glancing towards the door.<p>

"Peter, if you want to know where Steve is, you could ask Jarvis." Peter looked away from the tablet to blink up at her.

"Jarvis?"

"Yes, Mr. Parker?" Peter jumped, caught by surprise, and his eyes widened in fright. Pepper just put a hand on his back, trying to soothe.

"It's okay, Peter. Jarvis is Tony's AI."

"What's an AI?" he asked, curious, eyes still searching for the illusive Jarvis.

"I am an artificial intelligence, Mr. Parker, designed by Mr. Stark. I act as an interactive interface to the whole tower and all of Mr. Stark's private properties as well as his Iron Man suits."

"Wow." was all Peter managed to say, eyes no longer widened in fear but in awe. "So you're in the walls?"

"In a manner of speaking, yes."

"Do you know where my Papa is?" he asked, and then he blushed a furious red, looking at Pepper out of the corner of his eye to see how she would react to the title. She just smiled at him encouragingly, and though he didn't stop blushing, he stopped looking quite as nervous.

"Mr. Rogers is on his way to the common floor, where you and Ms. Potts are currently located." Peter nodded, glad, and then gave Pepper an owlish look.

"You're not going to tell me not to call him that?" he finally asked, and Pepper blinked in surprise. Did Peter really think she had that kind of power? She shook her head immediately.

"No, of course not. It must have made Steve so happy that you call him Papa." then she made a leap from the way Peter was regarding her. "You can call me aunt Pepper if you like. Since we're all like a family, and that's what family calls each other." Peter frowned at her.

"But you wouldn't call _me_ that." Pepper laughed.

"No, what I mean is, when your parent has brothers and sisters, you call them you aunts and uncles. Aunt if they're a sister, and uncle if they're a brother." Peter nodded as if he understood, and then finally gave a tentative smile.

"So if you're my aunt, you're part of my family." she nodded, returning his smile.

"Yes." Peter's smile widened ever so slightly, and ever so carefully he set down the StarkPad just to reach over and wrap his tiny arms around her waist in a hug.

"I'm glad." she put a hand on his head, the other between his tiny shoulders.

"Me too."

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><p>When Steve had finally returned to the common floor, he'd found Peter cuddled up against Pepper, Pepper watching whatever Peter was doing over his head with her arms curled loosely around him.<p>

"You two sure look comfortable." he said as he came in, and rather than move away, Peter just looked up at him, grinned, and then looked up at Pepper.

"Aunt Pepper showed me how to use the StarkPad." Peter said, beaming up at Pepper, and Steve laughed. Leave it to Pepper to come to the conclusion of what Peter needed all on her own. She really was one of a kind.

"That's great, Peter." he watched the boy nod before turning his attention back to the computer, and he smiled. "Do you want to keep playing on that this afternoon? Because if you're ready to take a break, I thought we could go to the park." Peter's eyes flew up to look at Steve and though his actions were quick, he was very careful in putting the electronic down.

"Park!" Peter exclaimed, then, "Please." he added sheepishly. Steve just offered a hand and Peter ran forward to take it.

"Let's find your shoes. Then we'll go." Peter was bouncing with excitement, but then he caught sight of Pepper, and he quickly ran back, hugging her as tightly as he could.

"Thank you for teaching me how to use the StarkPad aunt Pepper." he said carefully, and she smiled down at him.

"I had fun. Now you boys go have fun. I've got to get some work done this afternoon." Peter nodded dutifully, and ran back over to Steve all but dragging him out.

"Thank you." Steve said again, and Pepper smiled at him, waving him off. When the elevator doors closed behind the two boys, she was still smiling as she went to take care of the paperwork she'd left far too long.

* * *

><p>Natasha found them at the park, and Steve wasn't surprised in the slightest when she appeared next to where he waited for Peter at the bottom of the slide. When Peter appeared at the top and saw them standing together, he grinned, sliding down quickly.<p>

"Hi! Do you want to play with us?" he asked, and Steve watched her smile, something he realized she did instinctively with Peter. It was nice to see.

"What are you playing?"

"We could play tag! I'm really fast!" Peter said, and Natasha's smile widened.

"Are you? How fast?"

"Fast like a car!" he exclaimed, laughing, making his hands zoom through the air in demonstration of how fast he was.

"I don't think we'll be able to catch you if you're fast like a car." Natasha mused, and Steve had to stop himself from laughing. He'd never considered that she might be good with children, but he couldn't make himself feel surprised by it either. She was just a bucket of mysteries.

"I'll go slower for you." Peter promised solemnly, but the sparkle remained in his eyes that said how thrilled he was that they were going to play again.

"Who's going to be 'it' first?" Steve asked, and without warning, Peter's hand flew out, pushing him hard against his arm, though not hard enough to move him.

"You!" Peter exclaimed, laughing as he scrambled back up the slide. He blinked in surprise, but in that amount of time, Natasha had moved far out of range. Laughing, Steve gave chase.

Peter shrieked with laughter as Natasha tossed him through the air to Steve and Steve caught him easily, tickling the boy.

"No fair! You guys cheated!" he exclaimed, breathless from his laughter. Natasha landed beside them and he made a sound of awe as he caught his breath. "You're a ninja!" he exclaimed, and Natasha smirked.

"Yes, I'm a ninja." Steve rolled his eyes but didn't argue. It wasn't like they could tell Peter that she was actually an assassin.

"When I grow up, I wanna be big and strong like you, Papa, but I wanna be a ninja like-"

"Aunt Tasha." Natasha interjected before Peter could finish his sentence, and Peter looked over at her in surprise. "Call me aunt Tasha."

"I wanna be a ninja like aunt Tasha." he said happily, and Steve hugged him tightly for a moment.

"We should head back for dinner."

"I'm tired." Peter said, leaning against Steve's chest, curled up in his arms, and Steve laughed.

"Too tired to ride on my shoulders?" Peter immediately perked up at that, shaking his head.

"No!" Steve hoisted him up easily, waiting until Peter was settled on his shoulders before moving, hands holding the tiny calfs. He could feel the little hands tangling in his short hair, but he didn't mind.

"How's the view up there?" he asked, and Peter laughed.

"I'm a giant! I can see everything!" Peter exclaimed, and Natasha looked up at him.

"I wonder if you can see more than your uncle Clint." Peter met her gaze, small, hopeful smile curving his mouth.

"Is he my uncle too?" Peter asked, and though Natasha didn't know if the question was aimed at her or Steve, she answered anyways.

"Of course. He'll know you've been calling me aunt Tasha and if you don't call him uncle Clint the first time you see him, he'll be sad. He'll probably cry if you called the rest of us your family and not him. Big, fat, crocodile tears."

"Crocodiles don't cry!" Peter exclaimed, laughing, and Natasha lifted a brow.

"How do you know? Have you ever seen a sad crocodile?" Peter paused, thinking, and then his smile returned, a little cocky now.

"Have you?" Steve laughed at that, trying not to jostle Peter, but the motion had Peter laughing as well. "You're silly, aunt Tasha." Peter said, resting his chin on his hands on top of Steve's head. "Is uncle Clint silly too?"

"Sillier." Natasha said, and to Peter, it sounded like a promise.

* * *

><p>When they returned to the tower, Clint was in the common room and Peter immediately ran over.<p>

"Uncle Clint! Uncle Clint! Do you really cry like a crocodile?" Steve muffled a laugh behind a cough and Natasha managed not to laugh at all, though barely, but a guffaw came from the communal kitchen and Tony appeared a second later.

"Oh you bet he does, kid." Tony said, grinning at the look that crossed between shocked at being asked such a ridiculous question and happiness at being referred to as 'uncle'. "Big fat crocodile tears." When Tony said the common expression out loud, Clint recovered from his shock and shot a look at Natasha who looked back innocently. He too though was fighting a grin.

"Is that what your aunt told you?" he asked, and Peter paused, obviously debating whether to give her up or not.

"Is it true?" he asked instead, and Natasha smirked. Clint just gave a solemn nod.

"It's true, kid. When I cry, it's just like a crocodile. Scares everyone away who might laugh at me." Clint said solemnly, and Peter's expression instantly matched his in seriousness.

"What if they still laugh at you?" he asked, and Clint moved lightning quick, picking Peter up and tossing him on the couch before tickling him mercilessly.

"I eat them!" Peter laughed so hard he had tears in his eyes and when Clint stopped tickling him, he just flopped back, gasping for air, a grin still on his face. When he finally sat up, he looked right at Tony.

"Are you my uncle too?" he asked, and for a moment Steve was worried Tony would pause, but he didn't, nodding immediately.

"Well if Pepper's your aunt, I'm definitely your uncle."

"Why?" Peter asked curiously, and Steve cut in before Tony could say anything inappropriate.

"Because your aunt Pepper is your uncle Tony's girlfriend."

"Is a girlfriend like a wife?" Peter asked, and though Tony practically sputtered, Steve spoke over him.

"Sort of. It's like, what a woman is before you marry them. Then after you marry them, they're your wife."

"What if you married a boy?"

"Then they'd be your husband." Steve said easily, and Peter nodded sagely.

"Aunt Pepper is the best. You're lucky she's your-" he paused, mouth twisting as he thought of the word. "Girlfriend." he finished, and Tony's anxious sputtering immediately turned into a soft smile.

"I am pretty lucky." the elevator door dinged and Bruce appeared, lab coat thrown over his arm. He nodded to everyone, and then to Peter, he gave a smile. Peter smiled right back, obviously comfortable now among the people who called themselves family.

"Guess what!" Peter exclaimed, and Bruce gave a very paternal smile as he made his way over.

"Is it something exciting?" Peter nodded his head quickly, practically grinning from ear to ear.

"I have a lot of aunts and uncles." Peter said excitedly, practically bouncing on the couch now, obviously having recovered from being tickled.

"I have aunt Pepper, and aunt Tasha, and uncle Clint, and uncle Tony, and I also have my Papa. My family is giant!" he exclaimed, hands flying out to show how big it was.

"Oh? Is that it?"

"You mean I have more uncles?" Peter asked, looking excited. Then he repeated the question he'd asked Tony. "Are you my uncle too?" though Steve had worried that Bruce would remain uncomfortable even though he'd agreed to this reintroduction, Bruce just continued to smile.

"If you want me to be." Peter nodded enthusiastically.

"You can teach me science!" he said, as if it was the best thing he could possibly learn, and Bruce ruffled the short, curly hair.

"I could." Peter just grinned, and looked around at all the faces surrounding him. Then he asked another question.

"What about – what about -" he struggled with the question since he struggled about what to call the last member of their group, and so Tony filled in the blank.

"Thor? I bet he'll want to be your uncle too." a crack of thunder followed, and Peter jumped, leaping forward to hug the person closest to him. It was Bruce, who stood frozen a moment in surprise before putting a hand on the boy's head to soothe.

"Indeed." Thor's voice followed the crack of thunder and Peter peaked out from where he'd hidden behind Bruce to see Thor coming towards them. "I see that everyone is now on more familiar terms with you, little one. Would you be opposed to having yet another uncle in your ever growing family?"

"What does opposed mean?" was the question that followed instead, and Thor laughed, shaking his head so he could begin again.

"I too wish to be a part of your family." Peter just nodded, and now that everyone was here, he the smile that lit up his face was filled with pure childlike joy.

"I have the best family ever." he exclaimed, and Steve could only agree as he looked around at the faces of his friends and then at Peter's face, so young and innocent and hopeful. They did have the best family.


	3. Chapter 3

**Chapter 3**

Peter had been living with Steve at the Avengers tower for nearly 6 months when September came around, and with the fall season, came school.

"Are you sure you're ready? You have everything you need?" Peter rolled his eyes and Steve definitely was blaming Tony for that particular expression.

"I'm ready, Papa. Can we go now?" there was no denying Peter's excitement, and Steve could only nod, leading the way up the front steps of the school. Coulson had vetted it for him; not that he'd asked; but the senior agent had one day just handed him a file of all the elementary schools in New York that would not only be safest but had the most amount of teachers the agent thought were trustworthy. Though he'd shaken his head against peering into the private lives of elementary school teachers, he couldn't help but be grateful that Coulson had saved him some stress. The bell rang and Peter moved to run up the steps towards his teacher; they'd already made sure to have a meeting with her regarding Peter and who Steve was; but then he paused, turning around to launch himself at Steve in a tight hug. "You're picking me up, right?" he asked, and Steve nodded, hugging him back.

"I'll be here at 3 on the dot. Not a minute later." Steve promised, and Peter nodded, grinning again as he wiggled away and finally ran up the steps. When he reached the top, he gave one last wave before disappearing inside the school.

"He'll be fine, Steve." Natasha said at his elbow, and he didn't ask where she'd come from, just nodded. He knew that Peter was safe here, knew there was probably at least one agent watching out for his son despite his mild protests that he didn't want to stifle the kid. Plus, this was kindergarten. What could go wrong?

* * *

><p>The first time Peter Parker saw the strange man, he was five years old. The man was of fairly average height, shorter than his Papa, but then that wasn't unusual. He had piercing blue eyes and long dark hair that was messy but not unkept. He was wearing a zipped up leather jacket, gloves, and black cargo pants, and he was watching Peter with a singular focus that made Peter curious. Of course, Peter knew from his family that he wasn't supposed to talk to strangers, but this man had nice eyes and he looked lonely so Peter didn't hesitate to walk over, backpack swinging cheerfully against his back. He was waiting for the car to pick him up and take him home, but he'd snuck out of class early since he was so bored and he knew he had time for a friendly conversation before the car would arrive.<p>

"You know," he said, when he was close enough to hold a polite conversation, "My Papa says staring's rude, especially when you don't know someone." he said sagely, and watched the blue eyes smirk at him though the rest of the man's expression didn't change.

"Did your Papa also tell you not to talk to strangers?" the voice was gravelly from disuse, but Peter couldn't realize at five years old what that meant, and so just kept on cheerfully, happy that the man had responded.

"He did. So did my aunts and uncles. But you looked sad and lonely. And they only tell me not to talk to dangerous people and too friendly people." the man's lips twitched at that, the motion barely noticeable, but Peter still caught it and beamed up at him, not having noticed the shadow that had filled the blue eyes before the smirk had returned.

"Seems fair." the man commented, and Peter nodded agreeably. Then he stuck out a tiny hand.

"My name's Peter." he said, and the man froze before one gloved hand reached out and ever so gently took his hand, shaking once before releasing the tiny hand. When the man didn't reply, Peter frowned. "What's your name?" the man hesitated, frustration passing briefly over his features.

"I don't know." was the hollow reply, and Peter's frown darkened.

"But _everybody_ has a name." then the frown was replaced by a thoughtful look before the beaming grin was back. "How 'bout we give you a new name?" he suggested, eyes eager to try out the task, and the man shrugged, his left hand clenching and unclenching as his eyes briefly scanned the surrounding area before returning to look at the boy once more. "Or maybe I could guess names until I say one that sounds familiar." Peter continued, and again, the smirk was in the blue eyes, but the expression never changed.

"We don't have time for that ki- Peter." Peter looked at him as if he'd just said something ridiculous.

"Why not? If you didn't want to talk to me you wouldn't have been staring." Peter said, and the man just lifted a brow at him. "And if you wanted to talk to me once, why wouldn't you want to talk to me again?" then the kid's smile dimmed, and he looked down, scuffing his shoes against the ground. "Unless you think I'm annoying cause I'm just a little kid."

Both Peter and the man were surprised when the man reached out to ruffle Peter's hair with his right hand, but Peter just gave a hopeful smile.

"Does that mean you don't think I'm annoying?" the smirk did reach the man's expression this time and Peter felt gratified that he'd been able to get a smile and the beaming expression returned.

"Get lost kid. Your ride's going to be here any second." the man said before turning to walk away.

"Wait! What about Aaron? Or Arthur? Or Avery? Alexander? Andrew? Alan? Adam? Arnold?" the man scoffed but Peter just continued listing names. "Ben? Benjamin? Brandon? Brent? Brian? Brody? Bruce? Bob?" the man just shot him an unimpressed look before he disappeared, and just as he'd predicted, the car showed up seconds later. Peter hopped in the back and the driver immediately informed him that everyone was back at Stark Tower from their mission and in his excitement the boy forgot about the strange man he'd met.

* * *

><p>The man who watched the car drive away from his hidden vantage point though, didn't think he'd ever be able to forget the boy. He turned on the com in his ear, speaking out the words that the person on the other end had been waiting all afternoon to hear, Russian flowing smoothly off his tongue.<p>

"Цель, расположенная." _Target Located._ he stated, eyes already back on the school and a figure ducking in the window on the top floor.

"Нейтрализовать цель." _Neutralize target._ came the reply, and with a smooth, deadly efficiency that had been hidden from the boy's eyes, the man slipped forward, leaving no trace as he moved into position, pulled out his weapon, and when he was sure he had a clear shot with no witnesses, pulled the trigger. The glass shattered, screams ensued, but when people looked out the window for any sign of an attacker, the man had long since disappeared.

* * *

><p>Steve was exhausted. He'd just returned from a mission that had lasted 2 days straight, and all he wanted to do was fall into bed and sleep. He glanced at the clock, and then reorganized his thoughts. No, the first thing he wanted to do was see Peter, <em>then<em> he would fall into bed. Satisfied, he changed back into civilian clothes, folding up his armour, knowing it had to be washed. Though it had only been two days, and both Bruce and Pepper had made sure they were around in the morning and evenings after school, Steve still felt guilty. Peter was five now, and it wasn't the first time he'd had to leave for short periods of time, but he couldn't help but feel horribly guilty about leaving Peter alone. Of course, Peter was okay with it; the first time he'd gone on a mission, Peter had been four and three quarters, and he and Tony had spent the day and a half together performing (supervised) experiments, eating junk food, and falling asleep together in a heap in front of disney movies playing in the common room. When Steve had returned, Peter had stuck by his side for the next couple days, but he'd also been so proud that his Papa was a superhero, that Steve knew he'd been just fine for the short time without him. Not that he made a habit of it. He only went on the missions that were absolutely necessary – usually the rest of the team would cover for him if they could – but this time, they'd all been called in. A man who apparently could manipulate the size of animals had decided that he wanted to take the world over with a squirrel army. Steve shook his head just from remembering. It was one of the strangest things he'd ever seen. He brushed the thoughts off as he moved into the common room, phone ringing before he could so much as sit down.

"Rogers."

"Steve, it's Phil. We have a problem. There was a shooting less than a minute ago at Peter's school." Steve didn't ask how the agent knew, didn't care, and he felt almost dizzy with worry.

"Where's Peter?"

"As far as we know, he's in a car headed back to the tower. I've got people down there trying to figure out what happened." Steve nodded, but he could feel the eyes of his team on him. They'd all heard the alarm in his voice, and when it came to Peter, they were all on high alert.

"Tony, find the car that was supposed to pick up Peter." he ordered, then turned his attention back to the phone. "That's good, Phil. Keep me updated." he said into the phone, and he could imagine the polite smile that would hide the strain on the agent's face.

"Let me know when Peter gets home."

"Of course." the agent hung up first, and Steve turned to Tony, listening as he spoke to Jarvis, then watching as the TV lit up with video feeds from traffic cameras.

"There he is." It was Natasha who spoke, and Tony quickly had Jarvis lock onto the car.

"Call the driver." Tony ordered, and the smooth voice of the AI replied immediately.

"Right away, sir." they all heard the phone ring, and soon the driver was answering.

"Mr. Stark, how may I help you?"

"Happy!" Tony exclaimed, immediately more relaxed then he had been before now that he recognized his own private driver. "Is Peter there with you?" Happy didn't even get the chance to answer before a small voice was shouting out.

"Hiya uncle Tony!" Peter's voice shouted, full of excitement. "When did you get back? Is Papa there too?"

"I'm right here, Peter. How was your day at school?" there was a beat of silence before Peter launched into an account of his day, and they all exchanged glances, all relieved now that they knew the boy was safe. They knew from the pause that he was hiding something, but it obviously wasn't something that scared him; he was too happy to be scared about anything. When Peter hung up because he was right downstairs, Tony immediately spoke up.

"Jarvis, find us the best homeschooling program for senior kindergarten." and nobody even bothered to voice a word of protest. If an incident had happened at Peter's school, they needed him home and safe if any of them would be able to work with any peace of mind. When Peter came running into the room, wide grin splitting his face and shrieking with laughter when Steve picked him up in his arms and tossed him up before squeezing him tight.

"I love you, Papa." Peter murmured into the hug, little arms wrapped around Steve's neck. It was as if sensed that Steve needed the reassurance, and he'd been right.

"I love you too, Peter." then he set his son down, watching as he greeted the rest of the team excitedly. While Peter was distracted with the others, Steve pulled his phone out again.

"Coulson."

"Hi, Phil. It's Steve. Peter's home, and he's absolutely fine."

* * *

><p>Peter didn't know why he never went back to the kindergarten class, but he was happy to be homeschooled by his family, and by the time he was going into grade 1 and back into the school system in a brand new school, he'd completely forgotten about the strange man he'd met on his last day. And he never did find out why it was his last day.<p>

* * *

><p>The second time Peter saw the strange man, he was six, and though he didn't realize it, it was a year to the day that he'd last seen him. Though he'd forgotten about him till that moment, Peter's face lit up with a smile the moment he saw the strangely familiar man, once again dressed all in black, with a black jacket, gloves, pants, and even a baseball cap this time. It was recess, and Peter had snuck around to the big kids field to read a book under the shade of his favourite tree. He knew he wouldn't be missed until recess ended and he also knew he wouldn't be found, but the moment he saw the man he was more than happy to talk instead of hiding away in his book.<p>

"I thought I'd never see you again." Peter said, and the man just looked at him, expressionless to the point where it had Peter fidgeting. "Don't you remember me? I'm Peter. We met because I skipped kindergarten. You were staring at me and I was trying to guess your name." the man's eyes seemed to brighten at that, and the voice, once again sounding rough with disuse, finally spoke.

"How's that coming along?"

Peter shrugged.

"I think I was on B's. But I don't remember. My uncle's name starts with a 'B'. His name is Bruce. He's really nice and he always sneaks me an extra helping of dessert. My Papa also used to have a best friend whose nickname started with a 'B', but I can't remember what it was." then he was looking up at the man thoughtfully. "Maybe your name starts with a 'C'. Is it Christopher? Or Cole? Corey? Colton? Carl? Craig? Christian? Cody? Caleb? Conrad? Chester? Charlie? Camryn?" the man shook his head, and the familiar smirk was back in his eyes though it once again didn't touch his expression.

"I don't think it's any of those, Peter." Peter sighed, but then his mind flitted to other subjects.

"How come your here?" he asked, ever the curious one. "Last time I saw you ended up being my last day of kindergarten." he admitted, having never seen a connection before, and the man just stared at him.

"Why?"

Peter shrugged.

"I don't know. But Papa had that look on his face that said it was something bad and I shouldn't ask, and even aunt Pepper looked upset." the boy shrugged, smile returning to his face. "But it's good to see you. I like you. You don't think I'm annoying." the man considered maybe redacting that fact when he noticed just how hopeful the boy looked by the statement, and so the man shrugged.

"You're alright." Peter relaxed at the words and then without warning moved closer to the fence and by proxy the man who stood on the other side of it.

"A lot of the other kids think I'm weird cause my Papa's a hero and my family is famous. They make fun of me 'cause I'm smarter than they are." he admitted, and the man could only wonder briefly why the boy was telling him this, him a stranger he'd met only once before exactly a year earlier. Then the boy met his eyes and he saw a loneliness that tugged at his unfeeling heart, and he wondered if this was what the boy had seen when he'd called him sad and lonely the year earlier.

"They're just jealous jerks." the man said slowly, as if testing the words out, and Peter grinned up at him.

"My Papa said that too. Though he didn't curse."

"You're Papa seems pretty uptight if he thinks even jerk is a curse." the man replied, and for some reason, this easy back and forth was just that, _easy_. The man felt a spark of discomfort, of _curiosity._ What would they do if they found out he was watching this boy? Then his thoughts turned down another path. Why _was_ he watching this boy? He didn't have an answer, only knew that a year before he'd been drawn to the small, slender, breakable looking figure, and it had drawn something out of him that felt vaguely familiar and yet completely foreign.

"That's cause my Papa's old." Peter said, voice a low whisper matched with a giggle, and the man noticed then the two teeth right at the front of his mouth that were missing. The bell rang and while the man froze, Peter just seemed to deflate, glancing back up at the school. "I have to go back to class." he said slowly, clearly disappointed, and the man said nothing until the boy had gathered his things. Then the man did something he couldn't remember ever doing before and yet felt vaguely familiar and once again completely foreign.

"Be careful, kid." Peter just grinned at him again before loping back towards the school, and the man watched him before once more before activating the signal that said he was in the area and active. Then he was nowhere in sight of the school.

* * *

><p>The next day, there was a story about a fire a couple blocks away from the school where the whole family died tragically. Once again, Peter didn't make the connection, but when he went back to school, there were rumours about assassinations and assassins because the people who'd died had been corrupt. Peter wasn't quite sure just why they were considered corrupt, or what they were involved in that made them as such, but when his Papa and the rest of his family didn't seem worried, he decided not to be either.<p>

* * *

><p>Over the next few years, he saw the man more frequently; showing up in odd places, but always with that nearly expressionless face. Sometimes the eyes changed too; sometimes they were smirking just like Peter remembered, but sometimes they were blank and the man didn't say a word, just listening to Peter ramble until one of them had to leave. It was usually Peter, and Peter was warmed by the fact that the man always seemed slightly disappointed when he left. Of course, when the man's face held nearly no expression, it was hard to be sure.<p> 


	4. Chapter 4

**Chapter 4**

The first time Peter was bullied, Peter had the sunglasses his uncle Tony had bought him high on his nose, hood up on his hoodie when he walked into the tower. His slouching posture immediately caught everyone's attention, but luckily the glasses hid what he wanted to hide. He gave a wide, apologetic smile at the worried looks and a dramatic wince so his family wouldn't worry.

"I have a really bad headache, the light was making it worse. I'm just going to go to bed." he said, and he got a round of nods, everyone watching him silently as he left the room.

"Think he's okay?" Tony asked, frowning at the door, but Steve was frowning too.

"I'll check on the kid. We all know I'm the best cook here if he decides he wants food." Clint said easily, rolling to his feet from where he'd been sprawled on the floor in front of Natasha's seat on the couch. He had a suspicion on why Peter had hidden his face, and it wasn't that he had a headache. Of course, he wouldn't give that away just yet. Steve just nodded, frown still in place, and Natasha quickly moved to distract him, having had a similar suspicion to Clint.

* * *

><p>Clint gave a sharp rap on Peter's bedroom door and held the tell-tale shuffle of things being hidden before the kid's voice called out.<p>

"Come in." Clint slipped inside the unlit room, but didn't miss the small sliver of light coming from under the bathroom door.

"Hey kid, how ya feeling? I was wonderin' if you're hungry."

"I'm okay, thanks though uncle Clint." Peter said, voice muffled by the blanket he'd pulled up practically to his hairline.

"Right," with an easy leap, Clint was next to his nephew yanking the blanket down and grabbing his chin, uncovering his face and revealing the dark bruise around his left eye. "How long did you think you could hide a shiner like this one?" Peter scowled, yanking his chin away, but there were tears in his eyes.

"It's not a big deal." he muttered, but Clint just rolled his eyes.

"Whatever you say, kid. I know what makes a shiner like that, and it's a fist meeting someone's face. Given and received plenty of them myself. Of course, that also means I know how to make it less obvious." that had a sliver of hope entering the kid's brown eyes and Clint just heaved a sigh. "I'll show you how as long as you make me a deal." Peter looked wary, but finally nodded. "Don't lie about it next time." Peter made a face but Clint just scoffed. "Don't look at me like that, kid. If you want me to show you how to cover it, you gotta be willing to walk in with your chin up. You've seen us all with plenty of bruises." Peter winced at the memory but slowly nodded.

"Okay." Clint smiled, and reached out to ruffle Peter's hair.

"Come on, kid. I'll show you my secret."

* * *

><p>The next day, when Peter came home, only his Pa was in the common room, and something about the way he was standing told Peter that he'd been waiting for him.<p>

"Hey Pa." he greeted, and held his breath as his Pa turned towards him, eyes widening in surprise. Despite the fact that his uncle Clint had shown him how to cover the black eye, Peter had decided that hiding it made the bullies win, so he'd stopped hiding it.

"Peter, what happened?" his Pa was right in front of him in seconds, but Peter just shrugged, lifting his chin.

"I fell." he said, almost daring his Pa to argue, but Steve just stared at his son for a moment before sighing, giving a shake of his head.

"I was clumsy at your age." he said, and Peter just swallowed the sudden lump in his throat.

"Yeah, must be osmosis." Peter joked, and though Steve didn't laugh, he gave a tight smile, clasping Peter's shoulder.

"Come on. Your aunt really wants pizza and I thought we could pick the place." Peter just nodded, dropping his bag beside the couch before falling into step with his Pa, and though part of him was glad his Pa had let it drop, part of him wished his Pa hadn't knowingly let him lie.

* * *

><p>The first time Peter saw any real expression from the strange man was when he turned 12 and had convinced his Papa he was old enough to walk home. He was walking down the street when the familiar stranger fell into step with him, but when he got one look at Peter's face he was dragging him out of sight from any passerby's.<p>

"Who did this to you?" the demand was furious, surprisingly gentle fingers taking stock of the visible bruises on Peter's face. The bright blue eyes Peter recognized so well were worried even while they promised violent retribution. Peter shook his head, scowling so he wouldn't cry, but the black eye stung, as did his split lip.

"Just a kid from school." he said with a shrug, but when he tried to look away the man's grip tightened so he couldn't. "It's okay." he said softly, because he recognized the violence he saw in the man's eyes; he saw it sometimes in his aunt Tasha's eyes, and his uncle Clint's too. He didn't see it often with the rest of his family, or even his Papa, but he knew what it meant. "It isn't that bad." the man gave a low snarl and Peter blinked in surprise as he watched the man reign in his temper.

"Give. Me. A. Name." it was an order and so Peter just sighed, giving in. What was the worse that could happen?

"Stewart Duncan. He's in my class." Peter said, and the man gave a sharp nod but his grip softened again and Peter relaxed.

"I think I was on J's." he began then, and watched the smirk fight for it's place in the blue eyes with the burning anger that still rested there. "So how about Jonah? Jonas? Julian? Johnathan? Jordan?Justin? Joshuah? Jim? Jackson? Joe? Jacob? Jude? Jasper? Jason? Jace? Jeremy? James?" the man stiffened and Peter perked up. "Is it James? Could that be your name?" the man shrugged but he didn't look happy.

"I don't like it." he muttered, and Peter grinned.

"That's okay! We can give you a nickname." the man just looked at him, and Peter rubbed the back of his head awkwardly, ducking to avoid the anger that flared in the man's eyes thanks to the bruises. "Lots of people have nicknames. Usually they have to do with something the person's done. Like my uncle Tony calls my Papa 'Cap' a lot, because his superhero name is Captain America." the man was frowning now, or at least his eyes were, but Peter just pushed on. "And I call one of my aunt's aunt Tasha because it was easier to say when I was little and she didn't make me stop when I got older. Nicknames are like – they're to prove you're really close with someone. Good friends. Only people you like are allowed to call you by your nickname."

"Do you have one?" the man asked, looking uncomfortable now, and Peter looked embarrassed.

"No. People at school just call me Parker if they're boys, and if a girl does actually talk to me she just calls me Peter."

"Parker?"

"Yeah. That's my name. Peter Parker. My Papa said if I wanted I could change my name to his when I was older, but my biological parents names were Parker." he shrugged, and now he too was uncomfortable. "I guess that's kind of weird."

"It's – fine." the words seemed difficult to say, and the man's eyes were frowning again. "I'm a soldier." he said, and Peter rolled his eyes. "I'm _not_ calling you soldier." the man's eyes smirked again briefly, before he was leaning against a wall in thought.

"They call me the Winter Soldier." the name rang a bell in Peter's memory, but he shrugged it off.

"Well, I guess I could call you Winter. But it still seems kinda weird." Peter said, and the man just gave him a bland look. "But it's better than soldier." Peter admitted, and then beamed. "Alright then, Winter. You gonna walk me the rest of the way home?" the man rolled his eyes and Peter counted it as another win. The more often they saw each other, the more the man thawed out, and he supposed that was a pretty accurate analogy since he was supposed to call him Winter now.

* * *

><p>The next day at school, they were all told to stay home. A child had died, and it wasn't hard for Peter to figure out just who it had been. His Papa, always one to worry, had looked into it, but apparently it just looked like an accident. Wanting to confirm his theory, Peter asked his Papa who it was, and when his Papa sighed but gave in, Peter's theory was confirmed.<p>

"Stewart Duncan." Peter just nodded, wondering if he should tell his Papa what he knew, but he decided against it. Winter had just been protecting him and he didn't want to get him in trouble. Sometimes he wished his Papa would react how Winter would, because whenever Peter brushed off his bruises as accidents, his Papa looked at him like he knew he was lying but never pushed it. It had felt nice to see someone get so angry on his behalf, it balanced out his Papa, and Peter wondered if that's what it was like to have two parents; to balance each other out. He shrugged the thought off because he knew his Papa wasn't interested in relationships, but even though he pushed the thought away, he couldn't get rid of it all together.

* * *

><p>When he next saw Winter, his bruises had healed, and the man fell into step with him during his walk home just like he'd done the last time.<p>

"You know, you can't just kill every kid who beats me up." Peter noted, and the man just made a rough sound in the back of his throat. Peter looked over, unimpressed. "Seriously. If you killed everyone who beat me up my school's population would be seriously depleted."

"Big words, kid." the man said, and Peter scowled, but upon seeing the smirk in the man's eyes let it go.

"I – I appreciate it. I know you did it to protect me." Peter said, and though the man had stiffened, he didn't leave his place by Peter's side. "But next time, maybe you can just scare them really bad, k Winter?" the man's eyes couldn't be described as anything but amused, and Peter found it relieving. He'd hated Stewart, but it didn't help the overwhelming guilt he felt for the fact the boy was dead because of him.

"Whatever you say, kid." Peter wondered if he should fight it, but then he thought better of it and his mind whizzed for something else to talk about. Then he remembered the invention his uncle Tony had let him start working on and his eyes brightened with excitement.

"Uncle Tony finally let me start using his lab to make stuff." Peter said, brimming with excitement, and the man looked over, remembering that the boy had complained when he was younger about not being allowed in the exciting lab. His scraped up the details in his mind the boy had given him on his uncle, and found himself frowning.

"Your uncle. Tony Stark." Peter blinked but then nodded, grin nearly splitting his face.

"Yeah, that's right. I wasn't sure you'd remember." his voice was soft but endlessly pleased, and once again, the man felt a warmth in his chest, one he didn't quite understand, didn't remember, but still felt familiar. He let the boy's voice wash over him as he told him about his newest invention, and wondered once again just what it was about this boy that drew him in. He knew that there had originally been something familiar about the small bony body, but now as the boy grew up, still small but more lean than bony, that old familiarity was gone and replaced with a new one that belonged to this boy alone. When he had to disappear, he ruffled the boy's hair, his left arm whirring from where it was hidden beneath his clothes, and felt the buzz in his pocket that told him he'd been given a new location. He stilled in the shadows, pausing before he reached for the device, and when he read the place, he pulled anything that the boy made him feel behind a blank mask. His memories hadn't been wiped in over a decade now, and he intended to keep it that way. Despite the fact that he knew he functioned better when he was a clean slate (he'd overheard the doctor's talking when he'd gone for repairs on his arm) he would fight tooth and nail to never forget this boy.


	5. Chapter 5

**Chapter 5**

The first time Peter saw the man as anything other than the cool and collected Winter he'd come to know was when he was seventeen and he'd hidden away in an old warehouse that belonged to the Stark company but hadn't been used in a decade at least. He'd created a hideout in the warehouse when he was fifteen, and he kept a bunch of blankets and other comfort stuff there. The place was super secured, and he was sure his uncle Tony knew he hid out there because there was no other way to explain the fact that the power was on, but he also knew his uncle wouldn't tell his Papa because he understood that sometimes Peter needed his own space. He'd been curled up in his hideout, reading a book on astrophysics, when he heard the noise in the lower level of the warehouse. Slipping out of his hideout, he snuck towards the sound, and was thrown by complete surprise when he saw Winter. What surprised him even more though was the blood. He was out of hiding and rushing forward in seconds, worry rushing through him when he realized that the blood belonged to Winter. He ignored the fact that he hadn't cared about the blood when he'd thought it belonged to someone else, and immediately moved into sight, rushing forward.

"Winter! Are you okay? What happened?" the man just grunted, swaying on his feet, and Peter darted forward, supporting the other and dragging him up towards his hideout. When they made it, he pushed the man towards the nest of blankets, and the man complied with the motion and dropped with a grunt. Peter had a first aid kit hidden in there because he often got into things his Papa didn't need to know about, and he pulled it out, bringing it into his lap as his eyes scanned over the injuries. He'd actually seen much worse on his family, but that didn't make it any less daunting. Of course, Peter was even more surprised when Winter shrugged off the jacket and revealed the armoured vest he wore, and even more surprisingly, the metal arm on his left side. Peter didn't even blink twice, reaching into the kit and leaning towards the flesh arm, pulling out the antiseptic and cleaning out a gash along Winter's forearm before he covered it with gauze and bandaged it down.

"What happened to you?"

"I-" he scowled, hands clenching and unclenching in fists. "I escaped." Peter did his best not to show his alarm, but the man saw it anyways.

"Is somebody after you? If they are, I know lots of safe-houses. I could steal a key from Papa and you could hide there until it's safe." the man just made a sound of disagreement, but when Peter remained silent, waiting, he spoke.

"I'll just stay here." Peter was nodding immediately, thrilled that he'd maybe get to see his best friend more often if he was hiding out in Peter's hideout, but he tamped down on the excitement as best he could. He knew it wasn't the most important thing going on. He watched Winter move his arm, the metal one complaining vigorously, and Peter frowned.

"Why's it making that noise?" he asked, and the man froze.

"Not sure." he finally ground out, but Peter wasn't discouraged and scrambled to his feet.

"Stay here. I'll be back soon." then he was reaching over into a cubby and pulling out a slightly squished sandwich. "Here. Eat this. Hope you aren't allergic to ham sandwiches." then he was gone, scrambling out of the hideout and out of the warehouse.

When he returned two hours later the man had grown restless, but the moment Peter came into view, he settled back.

"What took you so long?" he grunted, and Peter gave a sheepish grin.

"Sorry. I ended up grabbing more than I thought." He settled down across from Winter before slowly emptying his backpack. Out first came a bunch of water bottles and packaged foods followed by a bunch of tools. When the man stiffened, Peter threw up his hands. "Don't freak out. You don't have to let me, but you know I know a lot about mechanical stuff thanks to my uncle, and I'm pretty clever all on my own. I thought I'd just take a look and see if I could get your arm to stop making that sound." The man just glared at the tools, but when Peter made to put them away, he shifted, offering the metal arm. Trying to hide his excitement, Peter inched closer, long slim fingers dancing over the metal that made up Winter's left arm.

"This is – wow." Peter breathed, touch ever so gentle and slow as he traced along the smooth service. Then he made a sound of discovery and was reaching for the tools. "There's a plate here – one sec." the man sat absolutely still, gritting his teeth as he waited for pain, but it never came. Instead, moments later when the sound of tinkering stopped, Peter gave a triumphant huff and the arm whirred, once again moving properly. The man tested it for a few minutes before he finally stopped sitting so stiffly.

"Thanks." Peter just nodded, grinning widely.

"No problem. It's actually really cool, but you know how I am with tech." the smirk was back in the man's eyes and Peter just rubbed a hand over the back of his head awkwardly. "Anyways. Is there anything else you're going to need? You know there's actually a community centre a block east." he fished his wallet out of his pocket and then handed over a card. "There's no picture ID so you can get in with just that. They've got showers and stuff. My locker's number 37, and the combination is 14-52-20. What else could you need?" he wondered allowed, looking around at the small space. It had a lamp, and enough blankets to sleep comfortably, and even a fan for when it got too hot. "You know I bet I can build some sort of camping grill so you can cook food." he was rambling and found himself stopping short when he saw Winter staring at him. "What?"

"This is fine." then he paused, and the words seemed to fit strangely on his tongue. "Thank you." Peter grinned.

"No problem. If you need anything else just let me know. I can pretty much get my hands on anything these days. Papa would probably have a fit if he knew how much uncle Tony let me away with."

"Your Papa – what's his name?" it was the only person who Peter hadn't named, and Peter seemed surprised by the question, but answered easily.

"Steven Rogers. But everyone calls him Steve." he looked confused for a moment as he stared at Winter. "I thought you knew that, since I told you he was Captain America and all that." the man just shook his head, eyes dark as they thought back to something Peter couldn't possibly see.

"I knew a Steve once." he admitted, voice rough again, and Peter recognized this tone; it was the one his Papa got when he talked about the time before he'd been frozen in ice. It was the tone he used when he talked about his best friend Bucky. The image of the man in front of him began to collide with the one in his Papa's sketches, and though the possibility shocked Peter to the core, he decided to reach for it anyways.

"Do you miss him?" he asked tentatively, and the man looked at him with those piercing blue eyes.

"The little punk couldn't survive without me." he said instead, and Peter smiled.

"That's kind of funny. My Papa says the same thing. He says his best friend used to take care of him all the time and it was thanks to him that he was even alive long enough to become Captain America." even though he knew he probably shouldn't, because he knew enough now about memory and the difficulties of it, but he couldn't help himself. "His best friend's name was Bucky. James Buchanan Barnes." the man went completely still and so Peter immediately changed the subject. "I have a guy who's sort of my friend. His name's Wade. He's kind of weird, and he likes to talk more than I do, but he's pretty cool. I met him when I had to tag along with aunt Tasha to work one day and we've been friends ever since. He likes to get us in trouble." Peter said with a grin. "Luckily, I'm pretty good at getting us out of it." the man rolled his eyes, and Peter was glad that he was back to the way he normally was.

"I'm sure you are, kid."

* * *

><p>Winter – who Peter was now almost 50% sure was actually his Papa's best friend from before 'Bucky', stayed in Peter's hideout for nearly a month, and it was when Peter saw him exercising that Peter realized maybe his injuries had been worse than he'd let on because it was clear that he was frustrated with some of the things he didn't seem able to do (Peter thought everything he did looked so cool he couldn't see a problem, but then again he wasn't an assassin – and yes, he'd looked into the Winter Soldier when he was 12 and the bully had been killed by his strange friend). At the end of that month though, things sort of blew up in their faces; literally.<p>

Peter was sitting in a corner of the hideout, reading a book on DNA sequences this time while Winter (or Bucky as Peter now silently called him) watched a movie on Peter's laptop. One moment they were sitting there in amiable silence, the next Bucky was reaching forward and stopping the movie, closing the laptop silently, violence simmering over his skin. Peter recognized this look now; it meant someone was close and Bucky didn't know who it was, and so Peter shifted silently as well, setting his book down and watching the other carefully. He watched as Bucky reached behind him, pulling a gun out of a hiding place Peter hadn't even known had existed in his hideout till that moment, and he looked at Peter briefly, motioning in no uncertain terms that he was to stay here. Then he moved off, clearly looking for the intruder. Peter did as he was told, staying where he was, but the next time he saw Bucky's face, there was a look of panic that had Peter recognized from his family when they thought someone they cared about a lot was about to get really injured. It was a look he didn't think Winter would ever give, but it suited his idea of Bucky perfectly.

"Peter – run!" the command was a shout because the moment he'd opened his mouth, gunfire had burst forth, and Peter found himself scrambling back, pushing the blankets aside and reaching for the trap door that was the back entrance to his hideout. There was a reason he'd picked this room after all. He slid down the ladder, and when he looked back at Bucky, he realized that it was now Winter standing beside him, the cool efficiency there not a look that belonged to Bucky.

"Which way should we go?" Peter asked, and watched Winter's eyes flicker around the space before pointing to a side door. Peter rushed through it, Winter on his heels, but when he was through the door he found himself face to face with a gun. His eyes went wide but he didn't have time for any other reaction because he was being shoved aside and even as he turned back to look the man who'd been holding the gun was on the ground and there wasn't a chance in hell he was alive.

"Come on." Winter snapped out, and Peter followed him this time, creeping through the building.

"Who are these guys?" Peter asked when Winter took out three more guys dressed all in black, and Winter's eyes narrowing were the only facial reaction Peter got.

"Handlers." he didn't have to say anything else because Peter understood immediately. These were the people Winter had escaped from a month before when he'd shown up in Peter's hideout. Peter couldn't help but feel a wave of fear when he thought of what that meant; these were the people who'd turned his Papa's best friend into a cold killer, and though he knew that his friend was still somewhere in there, and so was Peter's friend, it didn't change the facts. These were bad people.

"The only things around here are more warehouses and when those end, a science complex. It's Oscorp though, we don't wanna go in there." he said, voice a whisper, but he knew Winter heard him.

"You're going to call your Pa and get out of here." Winter ordered when they had to stop to avoid a group that Winter didn't seem to want to risk fighting.

"But-" Winter turned a cold glare in his direction and Peter scowled but nodded. "What about you?" Winter just gave a bloodthirsty grin and Peter nodded again. When Winter pointed towards a street exit, Peter bolted for it, and he made it just as gunshots rang out again. He made it to the street and jumped in the first cab he saw, breathing a sigh of relief as he headed back to the tower. The relief was quickly replaced by worry as he thought back to his friend, praying he'd be okay.

* * *

><p>The next few weeks were excruciating for Peter; he hadn't seen Winter or Bucky; he'd decided they definitely were distinctly different sides of (luckily) the same man, and he was beginning to panic. Of course, that didn't mean his own life hadn't been busy. Gwen Stacy had talked to him for the first time in those few weeks, and it certainly hadn't been the last. Just thinking about the blonde brought a smile to Peter's face. Of course, that had been followed by a realization of just what kind of research his biological father had done. His Papa had managed to get his hands on the belongings of one Richard Parker, and Peter had spent the days following it going through everything with a fine tooth comb. What he'd found was a theory for cross-species genetics that had peaked his interest, and a connection to a Dr. Curt Connors who worked at Oscorp.<p>

He had his biological father's glasses perched on his nose now as he stood in the back of a group of new Oscorp interns, having borrowed an identity and waiting to meet the famous doctor, when he caught sight of Gwen. He'd forgotten that she was already an intern at Oscorp and he ducked farther behind the group, not wanting to be seen. Of course, when the doctor did appear, and spoke about brought up the very theory he'd snuck in because of, Peter couldn't keep his mouth shut, and he was caught. Luckily, Gwen didn't call him out on it, but Peter could feel her eyes following him everywhere he went. When the doctor disappeared, Peter found himself taking in the Oscorp labs. They were definitely fancy, though they didn't look quite as awesome as his uncle Tony's, or the extension he'd put in for his uncle Bruce. That was when he caught sight of the symbol; it was the same one he'd seen on his bio dad's theory, and when Gwen's attention was turned away from him for the briefest moment, he snuck away, entering through the same door the man with the symbol had. He found himself in a strange room with lab gear that led through to another room, and without even thinking, he slipped through that room into the next space. He was immediately surrounded by webbing and spiders, and he though he felt a chill go down his spine, he was amazed by what he saw. He knew what this webbing was; he'd seen the graphs for it outside. It was supposed to be strong enough to pull a train, and nearly uncuttable. Unable to help himself, he reached out, fingers running over a strand. His touch vibrated through the strand though, and the next thing he knew, he was in a shower of spiders. Horrified, he brushed them all off, the feeling of the legs crawling over his skin giving him the creeps. As soon as he thought he'd shaken them all off, he slipped back through the door, breathing deeply to calm himself. When he snuck back to the group, it was clear that Gwen had noticed his absence.

"Badge." she demanded softly when she was sure nobody would overhear, and though he made a face of mock disappointment, he handed it over. There was a sharp twinge in the back of his neck and he gasped, reaching back, but there was nothing there. Gwen gave him a weird look but he'd learned everything he'd come to learn, and he left through the front doors.

"Hey kid." Peter spun around at the sound of the voice, a grin immediately splitting his features.

"You're back!" his exclamation was met with rolled eyes, but it didn't get rid of Peter's grin. "I'm really glad you're okay. I was worried." he said, grin still in place, and the eyes softened at that.

"Yeah. I'm okay." then he was pushing off the building, turning to walk away. Peter caught up with him easily, and like old times, they fell into step, the silence comfortable.

"So are they gonna come after you again?" he asked, and the other nodded, making it clear that this would go on until one team went down for good.

"You know, my Papa would definitely help you. He helps everyone – no matter who they are." he continued when he was given a look. Winter's eyes didn't change, but he did speak.

"I'm not who he remembers." were the curt words, but Peter shrugged.

"So? You need help. He helps everyone. That's just how it is. Who you are or who he thinks you are? None of that matters." he gave an easy smile though, showing that it didn't matter. "Don't worry about it though. We don't have to ask him for help." Winter did't reply, but it was clear by the set of his shoulder's that he was glad the subject had been dropped. They walked in amiable silence for the better part of an hour when Peter stumbled, unsteady on his feet, his whole body feeling suddenly out of whack.

"Watch where you're walking, kid." was the immediate, albeit good natured, jab. But Peter didn't respond, stopping in his tracks to take a deep breath.

"Something – something's wrong." that caught the other's attention, and within seconds, the other had lead him to an empty house, breaking in and forcing him inside and into a chair before he disappeared to look for supplies. Peter felt too hot and too cold all at once, and when he put his hand down on the arm of the chair to push himself up to get some water or something, his hand stuck and he was hit with a wave of panic.

"Winter!" when the reply wasn't immediate because the other was searching, he called again frantically. "Winter! Bucky!" the other appeared with a scowl at the use of the old name even he was beginning to believe had been his, but at the look of panic, the scowl disappeared. "I'm stuck – my hand's stuck to the chair. I don't know what happened, but all of a sudden-" he yanked and this time his hand did move, but the arm of the wooden chair came with it. He let out a sound of disbelief as he stared at the wood attached to his hand, and without warning, it unstuck and fell to the ground. "What the hell?" he demanded, and realized then that the other was cursing in Russian. The other was checking him over, searching for any sign of something – Peter wasn't quite sure what he was looking for, but when his eyes fell on the back of Peter's neck, he went absolutely still. Peter remembered the sharp pain from earlier and wondered if he'd been injected with something when he felt a sharp tug and in Bucky's metal had was a small dead spider.

"What is this?" Peter just stared, unable to believe what he was seeing. It was one of the spider's from inside the lab, but how could a bite from it have changed him? "Peter!" he looked up and he saw Winter, and he realized it was because Bucky would probably feel about as panicked as Peter.

"It's a spider. From Oscorp. Papa gave me some of my bio dad's old stuff and I found a theory – it had this symbol and he'd worked for Oscorp so I went to check it out. When I saw the symbol again I snuck into the lab and there was this room!" he threw his hands out to show it had been fairly large. "And there were hundreds – _thousands_ – of spiders in there spinning web. It's genetically engineered to create this super strong cable like thread. Lightweight but strong enough to pull a commercial airline plane." he pointed at the spider. "That's one of the spider's that spun the web." Winter was cursing in Russian again, and Peter felt like his whole body was on fire. "I'm starving." he said, and his voice was suddenly hoarse. "And thirsty. I'm really thirsty." a glass was in his hand before he'd even finished the sentence, and he gulped down the water, watching as Winter raided the fridge for food. He watched the shift happen then, Winter become Bucky as the food was prepared and soon a huge sandwich was pushed into his hands. He ate it all in under a minute, feeling like he'd been starving his whole life and it was the first thing he'd ever tasted, but even that wasn't enough. He was burning up, he could feel it; could feel the sweat coating his skin.

"I can't go home like this. Pa will freak out. Uncle Tony and Bruce will want to run tests." Bucky froze at that and looked around the house. Then he was scowling, hauling Peter to his feet and dragging him out. "Where are we going?"

"Hotel." was the snapped reply, and Peter didn't bother arguing, handing over his wallet.

"Put it on the credit card. I'll text my Pa and let him know I have to study late tonight. I'm studying for the SAT's because I'm probably going to be graduating at the end of this year."

"Thought high school was four years." was the reply as they finally made it to a hotel and Bucky checked them in.

"It is. I'm just smart enough to finish in three." he was given a glare then, telling him he was showing off, but he didn't miss the warmth behind the glare. Bucky was proud of him. When they were checked in, Bucky hauled him up to the room and then ordered everything on the room service menu. When Peter just stared at him, he dared him to argue with a glare and Peter surrendered by flopping back on the bed. It didn't take long for the food to arrive and Peter wolfed down more than his share, but Bucky didn't say a word, just watched as he ate, and then pushed everything back out into the hall and shoving Peter back onto the bed. It was a clear sign he should sleep and Peter didn't argue, he was exhausted, and seconds later he was fast asleep.

Bucky watched the boy sleep with a blank expression. He'd thrown his tail within days of the attack in the Stark warehouse, but he hadn't approached Peter till that day. Of course, it would seem he'd shown up just in time, but he wondered why that was. He could've shown up earlier, and he knew Peter had been worried, he'd seen the kid searching for him in the crowd. But today had been different; something had felt off. Apparently he wasn't the only one who felt that way, because seconds later, Peter's phone was buzzing in his backpack, and Bucky reached for it, seeing there was a text message. Having figured out Peter's password ages ago, he unlocked the phone easily and read the message.

_From: Papa_

_Everything alright, Peter?_

He read the message over before carefully typing out a reply. He knew how Peter talked, and how he texted, but it was still a different thing altogether to do it in his stead.

_From: Peter_

_All good. Studying for SATs. See you tomorrow._

_From: Papa_

_Alright, love you kid. _

Bucky hesitated then, uncomfortable once more, but he replied anyways because Peter would.

_From: Peter_

_Love you too._

It was such a foreign thing to write, and he immediately set the phone down, glancing over at the boy. He was nearly an adult, but seeing him asleep reminded Bucky of the first time he'd seen him, the awkward, gangly, five year old who'd managed to sneak out of kindergarten. Unable to sit still, his mind wandering to all the ways they could be ambushed, he got up and left the room, intent on taking stock of all the exits and possible threats.

When Peter woke up, it was to the sound of the door opening, and he sprang off the bed, leaping higher than he thought possible. He didn't realize he was stuck to the ceiling until Bucky walked in and just stared at him on the ceiling a moment before the smirk came back into his eyes.

"Looks like you're turning into a spider." Peter dropped to the ground, somehow landing on his feet, and felt self conscious under Bucky's stare. "How do you feel?"

"Like everything's too loud. It's like the air's vibrating with noise." rubbed at the back of his head. "But I don't feel too hot or too cold anymore, and I'm not starving like I was before." Bucky nodded, and then motioned at his things.

"Come on. Let's test your reflexes." Peter collected his things and noticed his phone was on top of his bag.

"Did anyone call?" he asked, and Bucky shook his head.

"Your Pa texted. I replied for you." Peter nodded, and slipped the phone away, not evening bothering to check it. He didn't notice how Bucky relaxed at the show of trust, nor did he notice the dark figure following them.

When they arrived at an abandoned building, Peter wondering how there could possibly be so many large abandoned buildings and Bucky giving him a look that said he thought the question was stupid, they started what Bucky called 'testing his reflexes'. Of course, Peter should've known that meant a fight. Bucky lunged at him with singular focus and Peter found himself yelping but dodging aside, backpack dropping to the ground as he dodged one attack after another. Of course, he knew this was nothing compared to when Winter fought, because Winter had people on the ground in under 3 seconds, but that didn't make it any less frightening. Not that Peter was scared for himself, of course, no matter which personality was prevailing, he was always safe, but it was a frightening sort of focus, and Peter wondered briefly just what Bucky had had to go through to get it. Bucky got in close when he'd been distracted by his thoughts, and one moment he'd been out of reach and the next he was grabbed and his arm twisted behind his back. Without even thinking he twisted with the motion, and next thing he knew he was over Bucky's head, landing behind him and giving a playful shove. Bucky swung around, not missing a beat, but there was definite approval in his gaze.

"You're fast. And you've got good reflexes." at that moment, there was a tingle at the back of Peter's senses, and he spun around.

"Somebody's there." he said, and Bucky didn't doubt him for a second. Between one glance and the next, Bucky had become Winter, and he pulled a gun from one of the many holsters strapped to him.

"Go." the command was simple and not to be ignored, but before Peter could react, a voice was arguing.

"No, don't go. After all, this is the first time we've had a chance to see our Soldier's reason for trying to run." a man appeared even as soldier's dressed in all black filled the room, and he looked over at Winter with a sneer. "Bit young for you, soldier." Peter grimaced at the implication because in all honesty he thought of Winter as more of a parent, and the growl Winter gave said he was as unhappy with the man's implications as Peter. Then Winter was turning back to Peter, and for a second, Peter saw Bucky.

"Go see Dr. Connors. Take him your dad's formula. And don't tell your Pa about me. Got it?" Peter was nodding dumbly and the Winter was back, giving him a sharp nod before he turned away. Then he was pulling a device out of his pocket and next thing Peter knew, it seemed like the world was exploding. He ran like a bat out of hell, unable to do anything but escape, but by the time he got to safety, when he looked back they had Winter unconscious and were dragging him into an unmarked truck. His first reaction, of course, was to think of his Pa, but he knew Bucky was right – he couldn't tell anyone about him, because if he did, they'd be in danger. Peter pulled the theory out of his bag along with the book Dr. Connors had written and decided that Bucky was right. He'd go to the doctor, figure out what he could about what was happening to him, but he wouldn't forget about Bucky. He'd been hacking into S.H.I.E.L.D. since he was about 13, and since then, he'd managed to read quite a lot about the one they called the Winter Soldier and who'd created him. Peter had heard of Hydra – he'd heard of the crazy experiments they'd done in the 40's when his Pa had been fighting in the second world war. He knew that his Pa thought he'd lost his best friend in that war, but even though Peter wanted to tell him that his best friend wasn't dead, he knew Bucky was right. Though he didn't talk about it much, they'd talked about how Bucky's memory had been wiped, and so Peter knew it was very likely that now that they'd taken Bucky back, they'd wipe his memory again and Bucky would be pushed back again and only Winter would be there. Peter could only hope and pray it would be his Winter, and that he could find him before Hydra had him adding any other dark deeds to his already weighted conscience. Of course, things never go as planned.


	6. Chapter 6

**Chapter 6**

Peter took the formula to Dr. Connors just like Bucky had told him too, and though he managed to not only make himself a suit and webslingers (he was totally playing up the spider act and the crowds seemed to love it), he hadn't been able to put any energy into finding Bucky. Instead, he'd been faced with a 7 foot lizard that had once been Dr. Connors but was now a freaky bad guy intent of turning the whole population into creatures like him because his species was a better species. Boy did that ever ring any bells. Peter managed to beat him though only just, and when he crawled down from the Oscorp tower with a bullet in his leg, deep gouging scratches lining his torso, he managed to change into civilian clothes and stash his costume. Of course, he should've known better than to think he could get home without a hitch when he was battered and injured. Without warning, a group of masked men converged on him, and before he even had the chance to defend himself, a needle slipped under his skin and he found himself slipping out of consciousness.

When Peter woke up, he was in an unfamiliar room, but with a familiar face standing in a corner across from him behind a handful of other men. He could tell with only a look that it was Winter facing him, and though he knew it was invisible to the normal eye, he saw the eyes soften ever so slightly, and knew that regardless of whether Bucky was there or not, Winter remembered him, and for that he was grateful. He shifted and found himself handcuffed, and with only the flexing of his wrists knew he was more than capable of breaking the restraints. Though he didn't plan on doing that, it was another relief; it meant they didn't know his secret. Only a second had passed since Peter had opened his eyes, and he didn't waste another one.

"Who the hell are you people?" he demanded, incredulous, and decided now was definitely the time to pull the 'I'm the nephew of a rich guy and the son of the national icon' card, because it was likely to get him off relatively painlessly considering he knew his uncle would pay any ransom demanded for him. He pretended to struggle with the handcuffs a moment and glared at every agent but Winter. "Don't you know who I am? When my Pa finds out about this-"

"The good Captain America won't be able to do anything about this, Peter." and there was something about his tone that had a spark of fear lighting along Peter's skin, but he didn't let it show.

"If you know who I am than you know that taking me means a whole new level of hell for you and your pals." Peter threatened, and really it wasn't an empty threat. Whether it was his Pa and the Avengers or his Winter, there'd be hell to pay if he was hurt. For the umpteenth time, he thanked whatever rogue god had sent Winter in his direction and had given the assassin an affinity towards him because he knew the chances of his survival if that hadn't been the case would be nil. Of course, he hadn't been expecting the back hand across the face, and for a moment he just sat, shocked.

"You will not speak unless you're spoken to." the man snapped out, and Peter considered arguing when he saw the faintest movement in the corner. He didn't look towards it, didn't have to to know what it meant. It meant do as he was told. Though he didn't like it, Peter kept his mouth shut and just resorted to glaring, this time including Winter in his glare as well. He didn't miss the flicker of amusement in the ice blue eyes, but he just kept glaring, eyes sweeping back around the room. Apparently satisfied that he wasn't going to talk, the man who'd hit him turned to Winter.

"Soldier. You're mission is to terminate this boy, and then his father."

"Richard Parker is already dead." came the even reply, and the one Peter assumed was the commanding officer nodded.

"Yes, of course. I mean his adoptive father. Steven Rogers. Once his son is dead, kill him. That is your mission."

"Parameters?" Winter asked, and the commanding officer paused a moment before shaking his head.

"None. Get the job done. We need the captain out of the way. Then his team." Though he knew his family was more than capable of defending themselves, it still gave him a chill to think of what could have happened if Winter didn't care about him; it was very likely that he and everyone he loved would have been dead very quickly. The thought sent a chill through him, and it was obvious both the officer and Winter had seen it, because the officer smirked, and Winter's eyes grew dark. The officer left the room then and Winter circled slowly behind him, leaning down behind him to pull a knife from his boot and slipping Peter's phone back into his grip.

"Tell him Hydra's on the way." Winter didn't have to specify who he meant, Peter was already calling his Pa.

"Hi Peter, everything alright?" His Pa asked, but Peter still hadn't shaken the image of the possibility of losing his family, and his voice was off when he responded.

"Hey Pa."

"Peter, what's wrong. Where are you?" the switch was instantaneous and Peter smiled.

"I'll get to that. You gotta warn the team though. Hydra – they're sending people after you. You have to be ready."

"Peter, what's going on? Are you okay?" at a motion from Winter, Peter snapped the handcuffs, watching as the door flew open followed by a knife flying over his shoulder, burying itself to the hilt in the man's throat. Peter swallowed before he responded.

"Yeah, I'm good. I'm doing my best to get home." he said, and heard his Pa's sharp intake of breath.

"Peter -"

"I'm all good, Pa. Don't worry. I've got backup." Winter grunted in response, clearly telling him how little he thought of Peter calling him back up, and Peter just shot him a grin, vaulting towards him and over him to hook his ankle around a guy's neck and bash his head into the wall. Then he was being dragged out of the room and down the hall. "Gotta go though! Don't forget to warn everyone." the cheerful note left his voice. "I'm serious, Pa, Hydra's coming after you. Please be careful." then he hung up before his Pa could say another word.

"You're going to be in trouble for that." Winter noted, and Peter just rolled his eyes.

"Not my biggest problem right now." he scolded, and then they were skidding out onto the street. Peter looked around and wondered if it was weird that they were in the upper east side and yet nobody had noticed the creepy top secret military type base. He shrugged the thought off and instead decided a public scene would have the best results.

"Help! Help! My dad's being attacked! Help! Somebody call the police!" he shouted, but then he was off before anyone could even focus on who'd spoken, leading Winter through the curious crowd.

"Dad?" Peter just shot him a grin.

"Come on, I'd be a pretty awesome son to have." he could've sworn Winter nearly rolled his eyes in a very Bucky like manner, but he tried not to focus on it too much. When Winter made to change direction though, Peter stopped him, leading him to where he'd stashed his suit. He crawled into it, not missing the look Winter gave him when his injuries became momentarily apparent.

"You need medical attention." were the sharp words, but Peter just grinned before pulling on the mask.

"Nah. I promise those little scratches will be gone within the hour."

"And the bullet wound in your leg?"

"Same deal." though Winter didn't look happy, Peter liked to think he was impressed with Peter's healing abilities.

"You coming back with me?" he asked, and Winter just gave him a look.

"That would not be wise."

Peter rolled his eyes even though he knew Winter probably couldn't see the action since he was wearing the mask.

"Come _on_. What are you gonna do, just fight here by yourself? I know you have a mask too. Put it on. He won't recognize you. Plus you're short enough with your words that you don't have to speak." Still not looking all that impressed, Peter gave a huff.

"Fine. But if I get shot again when you could've been there to cover my ass, I'm totally going to hold a grudge."

"How exactly do you plan on getting from here to the Stark Tower in time to beat the assassins that are probably already in place?" Peter grinned this time, and without warning, he lurched forward, grabbed Winter, and shot off into the air. Mind you, Winter definitely outweighed him, and he wasn't light, but thankfully the webbing was designed to carry much heavier things than the two of them, and Peter was strong enough to lift much heavier than a grown (and heavily muscled) man. When he dropped them onto the building across from Stark Tower, Winter was less than amused by his stunt, but Peter was too busy preening that he'd been able to catch Winter enough off guard to take off and then show off his mad web slinging skills.

"Do not ever do that again." Winter's voice was deadly but it just had Peter's grin widening.

"Sorry, _Dad_." he teased, and though he got a glare from Winter, it didn't stop his grin. "Should I give Pa another call?" he asked, frowning at how still Stark Tower looked, and Winter shook his head, sliding on his mask.

"He already knows we're here." Peter was about to ask how when the back of his neck tingled and he found himself spinning around as the quinjet appeared on one side of them, Iron Man on another.

"Surrender your weapons." It was his aunt Tasha's voice on the system, and he'd never heard such a cold tone in her voice. Winter just stood completely still, and Peter looked around in complete disbelief.

"Winter-" he was shut up with a glare, but that didn't mean there was silence.

"Funny seeing you here, Spidey. I thought you were one of the good guys. What are you doing with _him_?" there was venom in his uncle Tony's voice and Peter winced. He'd been so preoccupied in saving everyone, and so sure of his safety with Winter around, that he'd actually forgotten just why they'd named him Winter – He was the Winter Soldier, Hydra's best assassin.

"Alright everyone just needs to calm down – I'm on your side, and he's on my side, so by proxy, he's on your side." Peter didn't know what had happened next, but he felt the tingle in the back of his neck but before he could even react Winter had grabbed him, yanking them both behind the concrete doorway that led from the roof into the building they were on. Then shots were ringing out as his own _aunt_ fired at him. He heard the quinjet land from the sharp command of the captain in the speakers, and next thing he knew, the steady footfall of his Pa met his ears as his father and the two S.H.I.E.L.D. assassins hit the ground.

"Surrender or we will kill you." Winter growled an honest to god _growl_ that promised death, and another shot rang out, pinging off the wall uncomfortably close. He didn't know why he thought it was his only option, but before he could even think to stop himself, he was leaping out from behind the barrier to face his family.

"If you want to kill him, you'll have to kill me too." and with that, he pulled off his mask.

Peter had never heard such deafening silence. Winter was behind him now, he could feel it, and it was comforting given the stares he was getting from his family.

"Peter – what – how -" That was Tony, who'd landed, faceplate shifting back so he could gape in disbelief. His other aunt and uncle were staring at him with mixed expressions; his uncle was impressed, but his aunt Tasha looked blank. He winced and looked to his Pa, missing how his aunt softened at his reaction. His Pa was staring at him in disbelief, but clearly his night life wasn't the most important thing right then.

"Peter, do you know who he is?"

"Better than you do at the moment I suspect." Peter quipped, and watched his Pa's expression darken.

"Peter -" before he could say anything else, Peter glanced back at Winter.

"Take off your mask." his voice was soft, pleading, and Winter just stared at him for a full minute while the rest waited in strained silence. Then he did as Peter asked, and slid the mask from his face. His Pa reacted as expected, sucking in a sharp breath, but Peter was watching Winter, watching him soften, watching the broken bits of Bucky pushing forward when faced with his best friend.

"Bucky?" Peter watched Bucky carefully, watched him stiffen, and unable to help himself he reached out a hand, placing it on Bucky's arm. He was grateful when Bucky relaxed under the contact and finally turned to look at his Pa.

"Now you know why I couldn't let you shoot him."

Maybe it was for dramatic affect, maybe it was just because how could they be so lucky as to have a reunion of any kind? Because one second they were standing there and the next Peter jolted back towards Winter, stumbling against him, a wave of pain running through him. He pressed a gloved hand to his stomach and it came away bloody. He looked at his aunt, confused because she was the only one holding a gun, but her face was paler than usual, and she was shooting something out of Peter's sight. He felt Winter lift him up so he was being held close, but nothing else registered to his senses.

"You have to go back into the tower. You're not safe out here." he slurred, and he saw his Papa's face above him on one side, Bucky's on the other though the rage he saw was definitely Winter's.

"Sh, Peter. We've got to get you to Bruce." Peter was trying to argue but the pain jolted through him again and he went still.

"Yeah. Bullet removal would be nice." he slurred again, and watched his Pa and Bucky exchange glances. He was warmed by the fact that they responded to each other so familiarly, though of course, he wondered if Bucky remembered much of anything about his Pa.

"Come on. You carry him, I'll get us inside." then he was looking at his team. "Clint, Natasha, Tony. Cover us. We're taking Peter inside."

"We've got you covered, Cap." was Tony's reply, and before Peter could protest, they all but leapt off the building. Peter gave a strangled gasp and didn't miss Bucky's smirking eyes. That was payback then for the web swinging.

"I hate you." he muttered, and Bucky's smirk reached his mouth, telling Peter that he'd taken the jab as it was meant.

"Come on. Through here." His Pa's voice was tense, and he winced at the sound even as his uncle Bruce's voice reached him.

"What happened? Is that – Peter? Put him on the table." Peter was as amazed as always to follow his uncle's emotions; it went from curious, to shocked, to business in seconds.

Steve watched his son bleeding out and felt a frantic panic burning in his chest.

"Bruce-" he began, but the doctor just pushed him back, addressing Bucky instead.

"Get him on that table and hold him still." Bruce ordered, and Bucky complied though his eyes never left Bruce's form.

"What is that?" he bit out when Bruce brought back a needle, but Bruce didn't look up, pulling off Peter's glove and pushing up the sleeve.

"Painkiller." was all he said, and the moment it was injected, Peter went limp. Bucky growled, and just as suddenly as he'd stilled, Peter was reaching up to grip his metal hand, fingers squeezing with bone breaking strength.

"It's okay," he slurred, "Wears off in minutes." his grip tightened and he looked at his uncle. "Gotta move fast, uncle Bruce." his uncle looked tense which was never a good sign, but he gave a brisk nod, gently pulling the shirt of Peter's spandex suit up.

"Steve, top drawer on your left is a pair of what looks like giant tweezers. Grab them. Then go and get Pepper and her first aid kit." his voice was calm and collected and had Steve jumping into action, handing Bruce the tool before he left the room at a run, already dialling Pepper through the com.

Still in the lab, Bucky held Peter still with his metal arm across Peter's chest, his hand still clenched in Peter's. The boy had squeezed his eyes shut and turned his head away from his uncle, all but hiding his face against Bucky's shoulder, but despite the poking and prodding the doctor was having to do, Peter didn't seem to be reacting in pain. Then the bullet was found and being dropped in a bowl just as Steve and Pepper appeared. She'd clearly already been briefed on Peter's identity because she looked nothing but worried as she rushed over, pulling gauze out of the first aid kit and handing it to Bruce, following it up with tape. Peter sat still through it all, but the moment Bruce was done he was back on his feet, fixing his suit and grabbing his mask.

"Where do you think you're going?" Steve demanded, and Peter turned to his Pa.

"I'm thinking that there are innocent civilians out there who need help and protection because Hydra isn't going to pull any punches when it comes to trying to take you out." he turned to look at Bucky. "Do you know whose at the top?" Bucky didn't answer but he didn't need to. "Suspicion works too. Take Pa to them. You guys can take them out. Uncle Clint and Aunt Tasha have the roof covered and uncle Tony's got the air. I'll aim for civilian protection." The sound of a bazooka was heard and Peter winced, looking at his other uncle. Bruce gave a sigh but nodded, heading towards the window and shrugging off his shirt. Then he pushed the window open and stepped out without a moments hesitation. Bucky tensed, but moments later the Hulk's roar could be heard and Peter grinned. He skipped over and pressed a kiss to his aunts cheek. "Thanks for the help Aunt Pepper. Stay inside, okay?" she just nodded and before Steve could argue he was off, pulling the mask on even as he leapt out the window after Bruce. They saw him seconds later, swinging on a web up to where the rest of his family was, but it didn't make Steve feel any better. He turned to Bucky then and it was like a whole 'nother punch to the gut.

"Come on." his best friend's voice said, and Steve felt the ache start in his chest. "Peter's right. We need to deal with this. And quickly." Steve had no choice but to follow, but as he did, he had time to form questions.

"Hydra's had you all this time." it was less of a question and more of a statement and the man he was following gave a sharp nod. "How long have you known Peter?"

"He was five."

Steve felt his chest constrict at the idea of the Winter Soldier being near five year old Peter, but then he remembered who this was and could only wonder what it was about Peter that had started to draw his best friend from out behind the assassin.

"Why him?"

"Reminded me of a skinny little punk from Brooklyn." Steve's step faltered but he caught up quickly, heart beating in his throat.

"You remember?" the man ahead of him shrugged, finally glancing back as they reached street level, catching sight of Peter swinging over their heads, webbing shooting out and catching a guy off the ground, leaving him hanging from a lamppost.

"Peter doesn't let things go when he sets his mind to them." the words had Steve softening, and with a wave, he showed the way to the garage.

"Come on, Tony's got lots of cars to spare." he ignored the protest in his ear and felt a rush when Bucky followed him with barely any hesitation. When they'd found a car, Steve slid into the passenger seat, pleased to see the surprise in Bucky's eyes. "You know where we're going better than I do." he waited as Bucky slid behind the wheel and Steve had to force himself not to grip the door handle in a death grip when they seemed to go from 0-100 in under ten seconds flat. He didn't miss the tiniest smirk that lifted the corner of Bucky's mouth, and he figured that alone was worth it. "So, where are we going?"

"We're going to find Alexander Pierce."


	7. Chapter 7

**Chapter 7**

Peter found himself dodging bullets while spinning through the air, wondering just how this became his life. Sure, he was used to a couple thugs with guns, but these were highly trained military men with guns. Of course, his reflexes still seemed good enough to dodge their shots too. He turned on the com he'd grabbed from his aunt when he stopped briefly on the roof to let them know the plan before leaping off the roof and back into the action, flying towards a small group of gunmen a little too close to civilians for his liking.

"You know, for the folks who trained the Winter Soldier, I'm a bit surprised at your lack of skill." he quipped, webbing shooting out to grab one guy and yank him into another, other hand shooting out to catch a gun and stick it far out of reach. He didn't think he'd ever seen so many guns since the alien invasion, and he hadn't even been spiderman then, only able to watch from the safe house built under Stark Tower. He felt the danger before he saw it, and this time he moved, swinging himself back in the opposite direction as he'd been headed. He'd clearly made the right choice when a window shattered behind where he'd been, and he knew it was the sniper's work. Annoyed because, hey, he'd been shot, he sought out the sniper with a sweep of his gaze, leaping back into the air when he saw a flash of movement. He hit the building with a thud, scaling up the smooth surface of the skyscraper. He found the sniper and this one he wasn't as gentle with. He swung in the window feet first, hitting the man's chest with his feet and sending him flying. With a flick of his wrist, he webbed the rifle and tossed it to hang out the window out of reach.

"Most people would say that shooting the vigilante was good work – personally, I'm impressed you managed the shot. Of course, there are other people who are less impressed and more, well – pissed." the man came at him the moment he was on his feet, but Peter was faster, leaping up and over the guy's head, shoving him towards the window. For the first time since he'd turned on the com, he spoke to it instead of the guys he was beating up.

"This one's for you, Agent Barton." he quipped, wrapping the guy in webbing and kicking him out the window. The guy let out a scream and Peter grinned behind his mask, leaping out after him but swinging away. He watched the arrow fly through the air towards the guy caught up in his webbing and didn't have to be close to know it met it's mark. He couldn't even manage to feel guilty considering the bullet wound in his abdomen that was slowly healing, and he knew the reality was the guy was lucky that his uncle had gotten to him before Winter could've. That had him wincing. It wouldn't have been pretty.

"Hey, uncle Tony," he called when he knew he was out of earshot. He didn't need anyone knowing that he was related to the Avengers – after all, there was only one kid associated with that family, and he kind of liked his secret identity. "Where's uncle Bruce?" he asked, having not heard the roar of the hulk in a while.

"Good question, kid. I'm going to circle around 5th. Circle opposite me."

"Roger that." Peter replied, shooting a web at the corner of a building and swinging around the corner. He caught sight of the hulk and realized just why he hadn't been able to roar. There was a faint mist around his large green body, and from the way the Hulk's hands swept in large but uncoordinated circles, keeping people back but not able to do much else, it wasn't hard to figure out that it was a some sort of sleep gas. "Found him." Peter said into the com. "They've got some sort of hard core sleeping agent. Hulk looks pretty out of it."

"Don't breathe it in, Peter." his aunt's voice ordered. "They've already proved that they're willing to take you out. Stay out of range." Peter just rolled his eyes, filling his lungs as he swung closer before holding his breath. He created a web slingshot and shot himself forward, landing on the Hulk's broad shoulder's with a thud. Hulk stiffened but Peter moved quickly then, webbing shooting out. He trapped any hands where he saw a finger near a trigger before leaping off the hulk's back and onto the ground, flipping through the air to kick one guy in the head, knocking him out and into his buddy. He saw another guy reach for what could very well be a new capsule of whatever the gas was, and with his lungs already screaming for air, he webbed the cartridge to his hand with enough webbing that even if a gas was released it wouldn't escape the webbing. He shot into the air then, getting clear of the gas. He took a deep breath before diving back in. He shot forward, not even feeling remotely guilty when he landed on a guy and send him crashing, unmoving to the ground. A jolt of electricity buzzed through his side and he went stiff with the current, doing his best to not take a breath. It was then that he heard the Hulk roar, and he was grateful that the gas was starting to wear off on him.

"Don't hurt spider!" the hulk roared, furious, and the guy who'd just used the cattle-prod on him went flying, spine giving a sickening crack as he collided with the concrete building to Peter's left. He felt a large green hand lift him up and he found himself being set on the Hulk's shoulder. He stuck his hands and feet to the rough green skin and when the Hulk suddenly leapt into the air, he took a deep breath, chasing the stars out of his vision.

"Thanks buddy." Peter said, patting the hulk on the back, and he got a grunt in response. That's when he heard the explosion. He looked towards the sound and saw 3 helicarriers lifting into the air, and his spider-senses – and hey! that was clever – were tingling like mad. "Is everyone seeing this?" he asked, and there were murmured agreements. Then his gaze was sharpening on a small figure that seemed to be literally flying through the air, and he gaped. "What the hell is that?"

"It's your father's friend, Sam Wilson. He was a special sort of pilot."

"I'd say." then he saw the shots being fired as the tiny figure maneuvered away, and he found himself shooting off the hulk's back and into the air towards them.

"Peter! Those are heavy artillery guns. They'll tear through you like paper." His uncle Clint's voice informed him, but Peter just kept swinging.

"Where's uncle Tony? He can be my back-up."

"I'm grounded, kid. Some idiot actually managed to damage the thrusters." Peter didn't slow.

"Alright, well I'll just have to be careful then, won't I?" he said cheerfully. "What can you guys tell me about these things?"

"Agent Hill called. You weren't wrong about Hydra, Peter. They've taken over S.H.I.E.L.D.." Peter shuddered, but he wasn't all that surprised. He was just glad that Winter was on their side because it meant the other side didn't have anything superhuman to slow them down.

"Great. What's with the helicariers then?"

"Those would be project insight." came a voice he recognized as Director Fury, and he winced. That was a voice he would have rather not heard.

"Hey Nick. Glad you could join the party." Tony quipped, but the director ignored him.

"Project insight is for preemptive military action. One helicarier alone can target nearly a million people that the have been deemed a threat to the nation. Under Hydra's rule though, it is safe to assume that the goal has differed."

"Right, so we're basically all on a cleansing list. Got it." Peter muttered, reaching S.H.I.E.L.D. and sticking to the side of the building, looking up at the helicariers that were lifting into the air. "Do we have a way to stop them?"

"There are 3 keys locked in a sub-basement," the director was saying, and he heard his aunt curse.

"Going in there is suicide. Hydra will have already infiltrated the levels if Hill was right. They've got the strike teams."

"Ah, what are a couple guns." Peter joked, but he was tense. He wasn't used to fighting trained military men. "What do the keys look like?"

"Large computer chips. They should be in an unmarked case in the third sub-basement down in a room that's marked as highly toxic."

"And is it?"

"No. Just a deterrent." Peter gave a snort and dropped to the ground, taking in the entrances and exits.

"Any suggested entry points?" he asked, and heard his aunt's annoyed huff. Luckily, his uncle answered.

"There's a vent about a hundred feet south of the river. Leads to the air ducts. Go through there."

"Got it." Peter made his way to the spot, and with a heave, he pulled the grate up, pulling up the bolts. He dropped into the vent and then looked around. "Okay, so, 3 down. Here I go." he began to crawl through the vents, and then another thought hit him. "Since you were talking to Hill, does she have word on where the Cap is?"

"Save the titles, Peter. I know who you are." the director's voice scolded, and Peter winced. He was so going to be in trouble for this later.

"Guess that gets the awkward introductions out of the way. So, where's my Pa?"

"Looks like he's on one of the helicariers trying to get to the control room."

"Won't do him any good without the keys." he made it to the third sub-basement which was actually about 8 floors underground much to Peter's chagrin, and dropped into the hallway. He was immediately met with the sound of guns cocking and dropped, leg swinging out as he spun down and around, knocking two men off their feet. He leapt over their heads, eyes searching for a door marked 'toxic', and when he saw it, he saw it was wide open with a dozen guards around it.

"Where did you all come from?" he complained, taking a deep breath before he shot forward. He created three lines of web across the hall, one just above ankle level, one a bit closer to the agents at chest level, and another closest to him between the other two in height.

"Hey! We've got Spider-Man down here." one of the man shouted into a com, and Peter rolled his eyes. People really seemed to underestimate him. He shot forward, using the webbing to trip them up and as springboards. He ended up turning the hall into a literal web, agents caught in it like flies, and when he finally stood in the doorway, inspecting his work, he wiped his hands of proverbial dust.

"Gentlemen." he said with a mocking salute, ducking into the door. He opened case after case until he found what looked like three computer chips. "Alright, think I've got them. About 3 inches tall, 1 1/2 wide, clear with blue circuits?" he asked, and it was confirmed by the director. "Great. If anyone has a line on my Pa, let him know I'm on my way with these." he reached the surface without much difficulty, but as soon as he crawled out of the duct he found a gun pressed to the back of his head.

"Hand over the case, Web-head." Peter's grip tightened on the case and without thinking he swung around, using the case as a weapon and connecting with the guy's wrist. The gun shot, bullet grazing his shoulder, but Peter didn't even react.

"Really? Web-head? That's the best you've got?" the guy threw a punch clearly aiming for where the bullet had grazed but he dodged it easily, swinging the case around so it connected with the back of the guy's head. "Villains these days are really disappointing in the creativity department." he muttered as the guy dropped, and then he looked skyward just as a shadow fell over him and the guy he'd seen earlier with the wings landed in front of him.

"Heard you needed a lift." Peter nodded, taking the guy's appearance in.

"Could do. You offering?" the man nodded and Peter stepped closer, eyes once more inspecting the sky. "Great. Let's get to the helicarier right above us. We'll split up there."

"Works for me." he grabbed Peter under the arms, lifting them both into the air, wings springing out. "So, what's the plan, Spider-Man?"

"Cute." Peter snapped at the rhyme, and he heard Sam laugh, then he looked at the case stuck to his hand. "We've got to get these three keys into the tracking system. Otherwise, we're all dead."

"So just your average Monday, then." Sam said, and Peter snorted.

"Yeah, something like that." they landed on the helicarier just to duck behind a barrier as shots rang out. Peter opened the case and handed Sam one of the keys. "Get this in. I'm going to get one to my Pa." Sam didn't even blink at the slip, clearly already have been briefed on just who Spider-Man was.

"Alright. We're on line seven, in case you need a lift." Peter nodded, grateful for the info, and watched Sam leap back into the air.

"I'm going to switch to seven." he said into the com, and before anyone could argue, he did just that. What he heard wasn't a comfort.

"Sam! Was that Peter I saw you carrying? What the hell is he doing up here?"

"Hey Pa, glad to hear you're alright." Peter responded instead, taking a flying leap towards the edge of the helicarier. He felt the rush of air as he fell before the webbing shot from his wrist and grew tight, sending him into a swinging arc, flying towards the second helicarier.

"Peter! What do you think you're doing?"

"Saving millions of lives. Isn't that what we do?" he responded, and heard a sharp huff. Before his Pa could scold him further though, he kept speaking. "I've got new keys from Director Fury so that the targeting won't target us."

"Who will it target?" his Pa demanded, voice tight, and before he could answer, a new voice cut in.

"The helicariers." Agent Hill spoke up. "Once those three keys are in place, I'll have access to the tracking systems and I'll set them on each other." Peter flipped onto the runway and once again had to dodge behind a plane to avoid being hit.

"Sam's got a key. He's on the first Helicarier. The other two are here with me. Where's Bucky?" he asked then, and heard his Pa's sharp intake of breath.

"He's with Pierce."

"Alone?" Peter demanded, and then he heard an amused huff that was definitely Bucky.

"I'm fine, Peter." Peter leapt over the plane and spun his way through to the door inside the helicarier.

"Glad to hear it. What are you doing with Pierce instead of my Pa?"

"Peter-" his Pa tried to interrupt, but Bucky just spoke over him.

"I've got eyes on him, Peter. Pierce here was just going help me with some of my memories." the pulsing rage was obvious in his voice, and Peter frowned even as he made his way to where he'd been directed, putting in the key and watching the system slide back into place.

"I don't think you should trust him to give you back your memories. He's more likely to try and wipe them than to bring them back." as if to prove his point, there was a grunt as Bucky was hit with _something, _and Peter felt himself go cold.

"Pa, where are you? I'm bringing the last key to you."

"I'll meet you on the deck." was his Pa's reply, and Peter made his way towards an exit, ready to leap towards the next carrier. He heard an explosion and if it wasn't for his abilities, he would've been shaken from his perch.

"What was that?" his gaze was drawn then to the fire that exploded out of the S.H.I.E.L.D. building and the cold he'd felt in his blood now seeped into his bones.

"Peter, you have to get me the last key." his Pa's voice brought his out of his head and he shook himself to movement.

"On my way." That was when the helicarier he was on jolted, and he gave a shout of surprise, the case falling from his hand. It flew open, the last key going flying, but with a flick of his wrist, Peter caught it on a web, sticking it to the outside of his thigh where he wouldn't lose it.

"Peter!" he heard his Pa shout, and he winced at the sound in his ear.

"I'm alright, just caught me by surprise. Is Sam around? I could use a lift."

"On your six." Sam's voice cut through, and he saw the glint of silver wings out of the corner of his eye.

"I see you." then he grinned. "Catch." then he leaped off the building with a whoop. He heard his dad shout again, but Sam just dove for him, catching his wrist.

"Got him, Cap." his voice was serious, but when Peter looked up, he could see the man's grin. He grinned back even though Sam couldn't see it, and watched the third helicarier coming into view. He saw his Pa waiting on the deck, fighting off a couple of agents, and he was in awe. He always forgot that his Pa was as good a fighter as Winter, but unlike Winter, he didn't wear a warning on his sleeve like Winter seemed to. Peter saw another explosion rock the S.H.I.E.L.D. building and looked up at Sam.

"Alright, I'm going to give you the key then you're gonna drop me off on the building before giving my Pa the key." Sam didn't argue, just swerved towards the building, and as soon as he was in range for Peter to use his webbing, Peter's wrist reached out, webbing catching the glass. He pulled the key off his wrist and tossed it to Sam even as he swung away and towards the building, and watched Sam catch it before turning to fly towards his Pa. He turned his attention to the building then, and since he didn't need the distraction of his Pa, he switched back to the other frequency.

"You guys miss me?" he asked, landing on the side of the S.H.I.E.L.D. building. "The first two keys are in and my Pa's got the third."

"Where are you?" his aunt demanded, and he winced. God he really was in so much trouble.

"S.H.I.E.L.D. headquarters. Bucky went silent."

"If he's with Pierce then he could've had a manual way to wipe his memory. He might not remember you." He didn't ask how they knew about that, just assumed Hill had filled them in, but that wasn't going to stop him.

"And if he's been wiped he's going to need someone to remind him who he is. Between me and my Pa, I think we've got that covered." he slipped in a window, sticking to the ceiling as he made his way through the building quietly. "I should probably tell you all that I've known the Winter Soldier since I was five years old. I didn't meet Bucky until I was seventeen." there was silence on the other end, and he felt the next explosion that rocked the building, feeling the building sway above him. He made it to an elevator shaft and stared to head up.

"Nat and I are on our way, Peter. Be careful." he heard his uncle Clint say, and then his uncle Tony's voice broke in.

"I found Bruce. Hulk's out. I'm going to take him back to the tower."

"He alright?"

"Just tired. We're all good here."

"Alright. We've got the jet. Stay low, Peter." Peter didn't respond, annoyed that everyone but the Director and Sam kept ordering to keep out of the way, to do nothing. He shot up through the elevator shaft, irritation bubbling along his skin. Another explosion rocked the building, and this time he had to press himself flat against the wall as an elevator screamed by him, landing at the bottom with a muffled boom.

"Hey Director Fury, what floor do you think Pierce is on?" he asked, and the response was immediate."

"Right at the top." once again he didn't respond, making his way up to the top of the building. When he reached the top floor, he stuck to the ceiling with his feet, prying the doors open before looking around. He couldn't see anything but wreckage, but that didn't mean there was no one up there.

"Mission report, Soldier." he heard the sharp command and felt the irritation morph into rage as it bubbled through him. They treated Bucky like less than human; calling him soldier but really only using him as a tool. The thought made him see red and he flipped out of the elevator shaft, sticking to the ceiling as he slowly crawled along. He saw Bucky standing in the middle of the room, surrounded in a perfect circle with guns pointing at him. He had stayed silent, not responded, and a soldier standing directly in front of him stepped forward, hitting him with the butt of his gun in the side of the head. It was Bucky who was hit, but it was Winter who lifted his head, eyes promising violence.

"I see. Well, this certainly is a problem." Peter's gaze was drawn to a man in a suit who held a phone carefully in his hand. It was clear that the phone was important and Peter wondered if he could get his hands on it and get out of range before he could be shot.

"We're on the roof." his aunt's voice said in his ear, and he looked towards the window, not seeing them. "Where are you, Peter?"

"Top floor. I've got eyes on Pierce and Bucky. There's 2 dozen guys up here with an abundance of firepower." at the sound of his voice, Winter grew tense. He didn't seem to move, but Peter could tell he was aware of Peter's presence.

"Have they seen you?"

"Winter know's I'm here." Though it was again seemingly invisible, he saw Winter relax at being referred to not as Bucky this time. He really needed a nickname for both so he didn't have to switch back and forth. He knew the silence on the other end meant that his uncle and aunt were processing why he'd switched names, but he didn't give it any thought. He needed to get Winter out of here so that they could save his Pa before the helicariers went down. His eyes went briefly to the window before they returned to Winter, and he saw that Pierce had moved, tapping something into his phone.

"You know, when we first sent you against Captain America, we knew it was a possibility that you would recognize him. So we created a failsafe." Winter was tensed again, and Peter didn't like the sound of what Pierce was saying. "You know, that chair wasn't the only way to wipe your memory. There are chemicals that can do just as good as a job, though unfortunately it's harder on your system."

"I don't have a clear shot." his uncle's voice said in his ear. "Too many hostiles. Not a clean enough shot that we wouldn't be risking Barnes too." Peter felt the panic start to build as Pierce seemed to start to initiate something on his phone, and unable to help himself, he leapt forward.

"Cover me." he ordered, and then he was grabbing the phone with a flick of one wrist, bringing it to his own hand before he shot around a corner, avoiding the shots already ringing out. The sound of broken glass met his air followed by the whiz of arrows, and he knew his uncle was taking people out for having shot at him. His senses screamed at him to duck and he dropped with a whoa as a knife slammed into the wall where his head had been. The knife was in the hand of a man he recognized, recognized because he'd worked with his Pa. Indignation swept through him as he rolled out of the way of a kick, springing to his feet and whipping around to throw a hit of his own. It was blocked and in came the knife again. Peter lifted his arm, the man's wrist skittering along his forearm, knife aiming for his hip, but he pivoted out of the way, the knife missing him by inches.

"You know, you supers always get in the way and everyone's always so scared of you. Truth is, you're all just assholes in suits with no military training whatsoever." as if to prove his point, the man went into a flurry of moves that reminded Peter of his aunt when she was training, and suddenly he was sent reeling from a hit, having to flip onto the wall to regain his balance.

"You're a real charmer, aren't you? It's no wonder Hydra picked you up." Peter returned, flipping over the guy's head and hitting him with webbing, attaching the end to the wall. He cut through it, but Peter was already ready with more webbing, catching him up in it. "After all, you really don't fit the bill to be on our team. We have a very exclusive member's only group, and initiation rights include having an above average sarcastic rejoinder to any and all situations." Peter didn't know how he did it, but one moment the guy looked like a human cocoon, the next the webbing was shredded and he was leaping towards Peter, slamming him into the wall and a knife into his shoulder.

"What've you got to say to that, punk?" the man demanded with a creepy grin, and Peter grimaced behind his mask, grabbing the man's wrists holding the knife in his shoulder and forcing it away from him.

"Didn't anyone ever tell you what a spider does when they feel threatened?" the man just made a face at him.

"What?"

"They bite." on cue, his aunt appeared on the man's back, bracer's sending an electrical pulse into the man's neck. He went down with her on top of him, and Peter grinned at her from behind his mask.

"Perfect timing." Peter said happily, and his uncle appeared a moment later, looking at the phone still in Peter's hand.

"Any idea what that thing does, Pete?" his uncle asked, and he frowned, lifting the phone.

"Why?"

"Because it looks like you were a second too late." Peter's head snapped up even as his uncle spoke the words, looking towards where Winter had appeared, and Peter immediately leapt in front of his aunt and uncle, putting up his hands.

"Winter, they're on our side." Winter didn't answer, eyes just scanning over Peter's suit, pausing on the phone in his hand. Then Winter was attacking him, reaching for the phone. Peter dodged back, having seen the attack coming, and Peter shouted at his aunt and uncle.

"Get back to the jet. Get my Pa out of there before those things blow themselves up. Bring him here." he ordered even as he dodged another hit, and he covered them as they slipped past him at a run, using the webbing to send Winter's metal arm wide when he tried to use it to grab Peter. Much like he'd done with his family, Peter reached for his mask, pulling it over his head to reveal his face.

"Winter, it's me. It's Peter. Come on, you know me." when a voice spoke behind him, he expected it thanks to his senses screaming danger at him, but it was the last voice he'd wanted to hear.

"The man you're trying to reach doesn't know you. My operative only knows what his mission is." Peter's hands clenched in fists, and he gave his head a rough shake, looking at Winter.

"You're wrong. You think I'm talking to Bucky, and maybe I sort of am, but it's the Winter Soldier that knows me. And he does recognize me." he'd seen the recognition in Winter's eyes and felt it in how the next punch was pulled, barely grazing Peter's abdomen when it should have sent him flying.

"It's funny, isn't it? How it's the son of Bucky Barnes' best friend that befriends the Winter Soldier?" there was no humour in Pierce's voice though, and the sound of a gun cocking had both him and Winter going still.

"Now, soldier. You have one mission left. Do not let the captain complete his mission. If you fail, I'm going to kill Spider-Man." it was said mockingly and Peter gritted his teeth.

"Pretty big claim." Peter said, and he knew that everyone could hear him through the com. "Cause if you kill me, sure you'll hurt the Captain, but then you'll be standing here with the Winter Soldier and nothing between you to use as a shield. If you don't kill me and Winter leaves to stop my Pa, then you'll not only have your own operative but my Pa after you. Then you're faced with the decision to kill me again, and again, you could hurt them, but then you'll have nothing to stop them from hurting you." the response was the trigger being pulled, and it passed millimetres from his ear. The sound had him flinching and Winter going impossibly stiller. Then he was off, disappearing from Peter's sight despite Peter's small sound of protest.

"He was the perfect operative." Pierce lamented behind him, and Peter's eyes narrowed into a glare. "Don't turn around, I know that you'll have an advantage if you can see me. Ah, Rumlow. Good of you to join us." Peter's gaze flicked to the right where the man his aunt had taken down walked stiffly into the room, a grin full of bloodlust splitting across his features when he saw Peter standing with the gun pointed at him.

"So, Spider-Man turns out to be Captain America's son. Small world, isn't it? Couldn't just be a normal kid, could you?" he noted, and Peter managed to twist his mouth into a grin.

"Aw, don't be angry, it's not my fault that I'm better than you." Rumlow stepped forward, clearly wanting to attack, but Pierce called him back.

"Rumlow, not too close. Don't need to give him a way to escape." Pierce noted, and Peter made a shooing motion at him, grin real this time. The agent drew his own gun, but Peter didn't react other than for his amusement to turn sharp.

"What are we waiting for?"

"Our operative to take care of the Captain." Rumlow looked surprised but he didn't argue.

"Fancy that." he said smugly, and Peter just narrowed his eyes. Then he heard the explosions, and his head whipped around to look out the window at the helicariers that were starting to shoot at each other. He felt a surge of satisfaction that his Pa had managed to get the chip in, but then he heard Pierce's sigh behind him.

"Well. That's very unfortunate." He saw the helicarier coming before either of the others did, felt it with the tingling feeling that surged along his spine. Even as he felt it, he dropped, covering his head as the edge of a helicarier burst through the side of the building, cutting overhead. Debris fell on him, but he shook it of, scrambling for the edge of the building.

"Peter! Peter where are you?"

"Still on the top floor. The helicarier – Shit." he was forced backwards but there was no where to go and with a panic creeping over him, he shot into the air. "I'm kinda air born. And now I'm falling. Guys – Guys!" Peter was free falling, panic beginning to spike, and that's when he heard the helicopter.

"On your right." His uncle Clint's voice announced in his ear, and he twisted in the air, catching sight of the helicopter, and stretched out a wrist, webbing reaching for the side. It caught one of the landing skids, and he was no longer falling but being pulled away from the building. Slowly, carefully, he climbed up the line until he was sitting in the doorway, hands stuck to the floor so he wouldn't accidentally go flying.

"Where's Pa and Winter?" he asked, eyes scanning the helicariers, but they were exploding left and right.

"We don't know. We lost sight of them." his aunt said, and he felt the panic gripping his stomach. That's when he saw him, and he felt what little was keeping him steady drop out from underneath him. His Pa was falling from one of the helicariers, shield glinting in the sunlight, but he wasn't moving, wasn't twisting to slow his fall and the water was coming up fast. He was already moving, grabbing a parachute and sliding it on. His aunt tried to grab him but on instinct he twisted, webbing her hands to the side where she couldn't grab him. He felt bad for only a second before he was leaping into the air, pulling the chute as soon was clear of the helicopter. He saw his Pa hit the water, saw the fast moving shape of Winter racing through the air after him, but it didn't lessen his panic. He hit the water and felt the jolt, releasing his parachute and swimming towards where he'd seen the other two hit. He didn't have to look long because Winter appeared, surging above the water, his Pa gripped tightly in his metal arm. Peter swam towards them, cutting through the water as fast as he could while avoiding the falling debris, and found himself dropping next to his Pa on the sand, Winter standing on his Pa's left, watching them. When he looked up though, he didn't see Winter, but Bucky, and he saw a fear in those blue eyes that he sure was matched in his own. He turned back to his dad, fingers shaking as they searched for a pulse, almost sobbing in relief when his Pa coughed up water.

"What happened up there?" he asked, hands flitting over his Pa, unable to do anything but wait for the helicopter with his aunt and uncle that he knew was coming closer.

"I – I forgot. For a moment." Peter nodded, knowing what that meant, knowing it meant he would've attacked but also knowing his Pa probably wouldn't have fought back.

"It's not your fault." Peter said, but when he wasn't given a response he looked up, expression fierce despite the tears. "It's not." he swallowed back his tears. "I know my Pa, and – and so do you. You know he wouldn't fight you if he didn't have to. And he didn't have to."

"I could've killed him."

"We all know you couldn't." Bucky made a sound of frustration, but Peter just reached out a hand, gripping the flesh hand with his own and squeezing tight. "He's going to be fine. Okay? He's going to be fine." Peter assured, but when the hand returned the pressure, he wasn't sure who he was assuring, Bucky or himself. The helicopter landed, his aunt and uncle rushing forward, and that's when Bucky finally answered.

"I know, kid. He wouldn't back out. He promised he'd be with me till the end of the line." before anyone else could touch him, Bucky lifted Steve up, walking purposefully towards the helicopter. His aunt watched, expression blank, but his uncle moved towards him, helping him to his feet.

"Come on, kid. We're taking him back to the tower. Tony's already called in his private doctor and Pepper had a room setup." Peter nodded numbly, allowing himself to be lead, but all he could see was his Pa's slack face, and the fear in Bucky's eyes, and he wasn't so sure everything would be as fine as he hoped.


	8. Chapter 8

**Chapter 8**

Steve woke up to the steady blip of a machine, and his first thought was hospital. He didn't open his eyes though, not sure if he was capable as the pain slowly made itself known. His whole body ached, and he could feel a dozen injuries stitched or wrapped so they could heal. The next thing he noticed was the slightest weight on his right hand, a dip in the bed beside that, and slowly, ever so slowly because the light hurt his eyes, he blinked his eyes opened and looked down to his right. The first thing he saw when his eyes adjusted was Peter, head pillowed on the bed beside where his hand rested over Steve's, eyes closed and snoring softly. He smiled at the sight even though the motion hurt his face, because despite everything, his son was okay, they were okay. He saw movement beyond Peter and caught sight of Sam, who looked up with a smile as if sensing Steve was awake. Before Steve could return the expression though, Sam got up, patting Steve's shoulder before heading to the door. Steve opened his mouth to ask where he was going, but Sam beat him to it.

"On _your_ left." he said with a smirk, and when the door closed behind him, Steve found his gaze drawn to his left where a dark figure sat cloaked in shadows. Of course, the shadows weren't deep enough to hide his identity, and Steve found himself struggling to form words.

"Bucky," he finally managed, and the sound of his voice had Peter shifting, lifting his head and blinking steadily.

"Papa!" he exclaimed, leaping to his feet and crashing into him with a hug. Steve repressed a groan, but when his gaze caught Bucky's, the brunette was smirking with the knowledge. "I'm so glad you're okay." Peter was saying, squeezing him tight. "When you fell out of the helicarier – I've never been so scared in my life." Steve held his son tighter at that, saw Bucky's expression tighten at the words.

"Nothing to worry about, in a couple of days I'll be as good as new." he comforted, knowing that his words were for both of them, and his son leaned back, rubbing tears out of his eyes as he smiled.

"Win – Bucky told me what happened. I knew you'd be able to snap him out of it." Peter said, and Steve didn't have to ask to know the words were more for Bucky than for him.

"You were right, of course I did. After all, who else is going to keep me out of trouble if not him?" Steve asked, and his words too weren't meant for Peter but for Bucky.

"Punk." Bucky muttered from the corner.

"Jerk." Steve replied easily, and didn't miss the smile that flashed over Bucky's features. Steve turned back to his son then, noticing now that there were small injuries he hadn't noticed before; how he held his shoulder, a bit stiffly and the bruise that peaked out of his collar. "You know, just because we won doesn't mean you've gotten out of the conversation about your nighttime activities." Steve said, and Peter's jaw dropped.

"Seriously? I reunite you with your best friend in the whole entire world and you're going to fixate on my superpowers?" Peter demanded, and Steve didn't miss the amused huff on his other side, choosing instead to ignore it.

"Kid saved a lot of lives." Bucky noted, but Steve just turned a narrow gaze his way.

"Don't encourage him." Bucky shrugged, but there was something smug about it.

"If you didn't want my opinion you shoulda kept your mouth shut till the two of you were alone." was the reply, and Steve had to fight hard not to let the grin spread across his face. It sounded so much like the Bucky he remembered.

"Pa, look, I know you don't approve of the whole vigilante thing because hey, it's against the law, but what's the difference between what I do and you do? I didn't ask for these powers, but since I do have them, how can I not help people? I can't walk down the street and see somebody being robbed and think, hey, not my job. If I'm there, I'm going to stop them. _That's_ my job. You don't have to like it, but you can't stop me from doing it. You can't honestly say that I haven't done any good. You might go out and save the world with the Avengers, but while you're out there, I'm here. That whole lizard thing? Yeah, I stopped that. And hey you should be grateful because if it hadn't been for me than all of New York would be made up of giant lizard people." Peter ranted, and when he paused for breath, Steve found himself laughing.

"Peter – hey, it's okay. I'm not going to tell you to stop." Peter opened his mouth, clearly having been expecting an argument, but then he blinked twice, sinking back into his chair.

"What?"

"I'm not going to tell you to stop." he repeated, smiling, "But I am going to tell you that you and your uncle Tony need to come up with some sort of suit that protects you better than spandex does." Peter flushed but was quick to defend his suit.

"Hey, my suit's awesome. It doesn't inhibit any of my flexibility and that's really important in my line of work." there was a snort from Bucky, earning him a glare from Peter, but Steve just put up a placating hand.

"That's my condition. Get something that's better at keeping you alive than spandex." Peter grumbled for a moment how it would be impossible to find something with an equal range of movement, but it was done with a smile on his face. Before either of the others moved, he was on his feet, looking sheepish when he drew their gazes.

"I – um – I can hear aunt Tasha in the hall. I'm gonna-" he ducked out before the sentence was even finished, and Steve shook his head fondly as he watched him go before turning his attention on the other occupant of the room.

"It's good to see you." were the first words out of Steve's mouth, and Bucky actually ducked his head.

"I almost killed you."

"But you didn't. And I knew would wouldn't." Bucky sighed, lifting his head again, eyes wary.

"I can't stay here. I have – things – to take care of."

Steve nodded, but he couldn't deny the pang in his chest that the words brought.

"How soon do you have to leave?"

"I should've left the moment I pulled you out of the water." he seemed to grumble, and Steve felt that pang again, because while Bucky was beating himself up over nearly killing him, he'd also been the one to save him.

"But you didn't."

"No, I – Peter looked like he needed the company." Steve glanced towards the door his son had passed through and nodded.

"He really seems to like you. He'll be upset if you leave."

"Hydra's still out there." was the response he got, and Steve looked back at him with a frown. "They took a lot from me. I don't plan on letting that go." there was a violence simmering in his gaze that Steve found daunting, but not unrecognizable.

"We could go together." He tried to suggest, but Bucky shook his head.

"You need rest. And you can't leave the kid. He's used to me disappearing for weeks on end." Bucky said, and Steve was beginning to wonder just how much time the two had spent together. Instead, the words that came out of his mouth were soft and pained.

"I just got you back, Buck." he saw the hurt flash across Bucky's features and almost regretted saying them, but then Bucky stood, coming towards the bed and reached out a tentative hand to place it on Steve's head, just like he'd done when Steve had weighed about as much as a bag of potatoes and he was checking to see if he'd caught yet another sickness.

"I'm not – I'm not the same person. The person you miss." he said slowly, but Steve shook his head.

"We've both changed, Buck. Neither of us are the same as we used to be."

"You're still a little punk who doesn't know how to back down from a fight."

"What does that make you?"

"The idiot whose probably going to have to spend all his time pulling your punk ass out of them again. Didn't you get tired of being beaten up the first time around?"

"Nah, but they all have a much harder time landing punches than they used to." Bucky almost laughed, the amusement lighting up his features briefly before he looked solemn again.

"I'll – when I'm done –" he began, but he broke off, looking unsure.

"I'll be here." Steve said, and before he could convince himself not to, he took Bucky's hand in his own, twining their fingers together. He didn't meet Bucky's gaze this time, eyes locked on their hands. Bucky didn't answer, just stood there, not pulling his hand away, until he finally did and moved towards the door. He didn't say a word as he walked out and Steve would've called out for him if Sam hadn't walked back in, Clint, Natasha, Tony, and Bruce on his heels.

"How you feeling Cap?" Tony asked, eyes flicking over all the machines, and Steve shrugged, thoughts still wound around Bucky.

"Like I fell a couple hundred feet into water. How do I look?" Clint chuckled, moving closer to clap him gently on the shoulder.

"Glad to see you all in one piece."

"Peter wouldn't leave your side while you were unconscious." Natasha added, and at the words, Clint visibly perked up telling Steve he had a story.

"Yeah, when you fell out of the helicarier, he freaked out. Moved so fast we could barely see him. He grabbed a chute and when Nat tried to stop him, BAM she was webbed to the seat and he was jumping out of the copter. When we made it to ground, he was already right there, waiting with Barnes." he silently appreciated Clint's referring to Bucky by name rather than title, and his hand squeezed Steve's shoulder in recognition. "And Barnes, man was he something else. He leapt in that water after you like a bullet. Wouldn't let anyone touch you, either. Man, the dude actually growled at the doctors! Honest to god growled! Pete had to convince him to let the doctor's anywhere near you, and he only allowed it because Peter actually told him he was allowed to kill them if they hurt you." he gave a cackle and Steve knew he must've looked quite the sight with his mouth hanging open.

"Peter did _what_?"

"It was impressive." Natasha noted, and he saw the amusement in the small twist of her lips. "I haven't seen the doctor's so scared since Clint was in medical and almost had to be strapped down so that the doctor's could get the nerve to approach." Clint scoffed.

"Wait a second, you're forgetting the time that you threw a knife at the doctor in-" Steve tuned the words out, turning his attention on the other two occupants of the room. His gaze landed on Bruce first.

"How are you feeling? I heard you had a rough go at it."

"Hydra seems to have created an agent capable of slowing down the other guy, but Peter managed to get him out before he changed back into me. Tony found me then." he nodded at the billionaire who yanked his hands away from a machine as if he'd been caught trying to steal the last cookie from the cookie jar.

"It was pretty easy, all things considered. I mean, it certainly wasn't aliens, so really anything is preferable to that." Bruce shot him a look at that, but Steve smiled, knowing it was Tony's way of trying to cheer him up although he had an odd way of doing it. That, of course, was the moment he realized that Peter hadn't come back in with the others.

"Where's Peter?"

* * *

><p>"You weren't even going to say goodbye?" Bucky turned, feeling a wave of affection that was both his and the soldier's towards the boy.<p>

"Knew you'd pop up somewhere." he replied, watching the boy's face. He didn't look angry, which was good, but he didn't look happy either, which was to be expected. "I already told your Pa where I was going."

"Did you tell him you'd be back?"

"Don't have to. He knows." Peter rolled his eyes but looked a little less unhappy. Bucky realized then that Peter had been afraid he'd leave and never come back. "I know the two of you together will get yourselves killed if I'm not around to keep an eye on you." he continued, and there was the smile he'd been waiting for.

"Why are you leaving?"

"Hydra."

"So you're going to take them all out by yourself?"

"They created me for a similar purpose." Peter frowned.

"No. They tried to force you into a mould that belonged to something else. They didn't create you. They controlled you, brainwashed you, but underneath all that you're still you." Peter's eyes filled with tears. "You're my friend, you're like a parent to me. I wasn't only joking when I called you dad and – and I – I love you, you know." he launched forward then, wrapping his arms around the soldier, who just sighed, returning the hug and messing up the youth's hair.

"I know, kid." then he carefully pushed him back, nodding back towards the hospital. "Go back. I'm sure your Pa's figured out your not around by now." he ruffled the kid's hair. "Keep an eye on him while I'm away." he turned to go, but Peter's words had him turning back.

"My Pa, I think he loves you too, you know. And not like a parent," he corrected, cheeks red with embarrassment, but he wouldn't look away. "I think he loved you long before he ended up as Captain America." Bucky was poignantly reminded of how Steve had held his hand before he'd left, and of the surge of fierce protectiveness that had sprung forward when he'd forgotten who he was on the helicarier. He remembered that, and he knew that Peter wasn't wrong, and that he probably felt the same way.

"I know, kid." was all he said, repeating his earlier words, but this time Peter nodded, and gave a smile. The next time Bucky turned away, Peter didn't call him back around, already heading back towards the hospital, and this time, Bucky disappeared into the crowd without a trace.


	9. Chapter 9

**Chapter 9**

Steve was pacing the tower, unable to keep still. Peter was out patrolling, and Steve had heard the police radio he'd asked Jarvis to play for him go crazy with reports of a dangerous man called the rhino dressed in a literal metal artillery rhino suit that Spider-Man was apparently now facing. His arm itched for his shield, but he and Peter had already had the argument over whether or not he was allowed to help, and the fact was, Peter was worse off when he had to worry about other people around than he was on his own. Sure if it was a threat where they had no choice but to team up much like the situation where Steve had discovered Peter was Spider-Man, but with these sorts of things; Spider-Man was a one man team that the city loved. Well, most of the city anyways. It had been very hard for him not to write an angry letter to the editor of the Daily Bugle. It had been Tony Stark laughing in his face and telling him that Peter would probably resent him forever if he did such a thing that had stopped him. But now he was stuck pacing the room, and finally his curiosity got the better of him.

"Jarvis, turn on the news. I want to see anything on the fight between Spider-Man and the Rhino." the name sat oddly on his tongue, but he ignored his irritation in favour of the TV turning on to his right. He felt dizzy when he saw 'the rhino' and realized the thing was massive; at least 6 times his own size, and Peter was such a thin person – despite his superpowers, the idea of Peter facing that thing had him going dizzy. Rather than head towards where he kept his uniform though, his hand just scrabbled to wrap around the dog tags that hung around his neck, squeezing them tight enough to bend them if he hadn't had Tony remake them out of something he couldn't destroy. For once, the billionaire hadn't said a word, only taken the tags without a word and returned them later that day, never mentioning them again. He could only stare at the screen now, watching the tiny form (by comparison) of his son as he leapt, vaulted, swung, and darted around, over, and under the hulking machine whose intent was clearly to crush his son to death. His breath caught when the machine got it's big hands around his son, clearly intent on crushing him, and Steve swung around, no longer capable of watching, intent on suiting up and going out there to help. When he turned around though, he was frozen in his tracks. Standing there in the doorway was Bucky, wearing worn jeans and a leather jacket, a hoodie underneath with the hood pulled over his head. His hair was still long, much the same as it had been when Steve had seen him a year before actually, but his expression was no longer as blank, a small smile playing around his mouth.

"You weren't actually thinking of going after him, were you?" Bucky asked, and the words snapped Steve out of his shock as he violently jabbed a hand towards the TV.

"Have you seen that thing? It outweighs him by hundreds of pounds!"

"Never used to stop you." Steve sputtered indignantly.

"When did this become about me? That's my son out there! Hell, he's practically yours too from what Peter told me. How can you not be worried?" the small smile just widened as Bucky finally stepped away from the elevator and into the apartment, and Steve wondered in the back of his mind if he'd really been so distracted as to not to have heard the elevator.

"Peter's fine. Look." Bucky said, nodding towards the TV, and Steve looked back to see Peter no longer in the rhino's grip but bouncing around as shots rang out towards him.

"That is not fine!" Steve argued, feeling practically hysterical, and before he'd even realized that Bucky had crossed the room there was a reassuring hand on his arm.

"He's fine, and he's going to continue being fine. Guy in that suit is from the Russian mob. He's just a grunt. Not a good shot, not a particularly good fighter. Average. Peter's anything but average. He'll be fine."

"How can you be sure?" Steve asked, giving in, and the hand on his arm tightened in comfort.

"Cause you were always fine, and you sure had a lot less going for you back in the day." that finally had Steve turning back, had him realizing past his worry that Bucky was actually _back_. Before he could help himself, he was wrapping Bucky up in a hug, relief sweeping through him. He might be still worried about Peter, but the worry that had been all for Bucky was now lifted. It only took him a second to realize that maybe Bucky wasn't comfortable with touch yet, and another to realize that no, that couldn't be true because Bucky was hugging him back just as tightly.

"I'm glad you're back." Steve said, and it felt like deja vu except this time less life threatening.

"Yeah. Figured I'd stick around a while. See what New York has to offer these days." Bucky said when they pulled back, a careful distance between them though it was still smaller than what was the social norm.

"Do you have a place to stay?" Steve found himself asking, and Bucky nodded.

"I like to have my options open, so I've got a couple places around."

"You could always stay here," he was blurting out next, and watched the smile curl Bucky's lips into a smirk.

"I don't think your teammates would approve." he noted, and Steve was shaking his head vigorously.

"No, they wouldn't mind, really. I mean, they seem to be more surprised you didn't show up sooner." he flushed the moment the words were out of his mouth and watched Bucky lift a brow.

"Why would they have expected me earlier?" Bucky watched Steve's face flush impossibly deeper and he resisted the urge to grin.

"Oh, you know. Because of all the trouble Peter has been getting in, and-" there was sudden shouting from the TV behind him and he whirled around, listening to the shouts and screams.

"Does anyone have eyes on Spider-Man?"

"Spider-Man is down! Does anyone have a visual!" Steve felt like he'd been punched in the gut, his vision blurring. He didn't realize Bucky had moved until he'd been guided into a chair, Bucky's hand tight on his shoulders as he leaned over in front of him, blocking the TV.

"He's gonna be fine, Stevie. He's your kid, after all." Steve didn't think about what he was doing, just leaned forward so their foreheads touched, closing his eyes.

"One of these days, Buck-"

"You're going to have to tell him what a great job he's doing instead of giving him that disappointed frown I'm sure you've been giving for the last year." Steve made an indignant sound, opening his eyes, but he was met with Bucky's smile and he felt the words die in his throat, taking a breath to focus himself.

"Maybe you could go down there – you're better at the whole sneaky helpful thing. Don't think I don't remember all the things you used to do when we were kids." Bucky just snorted out a laugh.

"Don't kid yourself, Stevie. You don't know the half of it." but then the smile softened and Steve realized that their faces were so close together, foreheads still touching. "But I know that kid's more than capable and I don't want him to be pissed off at me when I haven't seen him in a year."

"You missed him?"

"I missed you both." Steve wasn't sure whether to breathe easier or hold his breath.

"Does that – does that mean you remember everything?" Bucky didn't answer right away, the smile dimming as something darker became more obvious so it lurked right beneath the surface.

"Yeah, I remember everything." there was something about his tone that told Steve he didn't just mean their past, and he wondered what else Hydra had taken from his best friend, the thought making him wince. That's when the sound of explosions burst from the television, and Steve was desperate to see what had happened. The camera men and their anchors were shouting for the smoke to clear, as desperate as he was to see what was going on, and when the smoke cleared Steve felt the ache in his chest ease. The monstrous shape of the rhino was on the ground not moving, Peter landing on the ground only a couple feet away. They watched together as Peter crept forward before standing up straight and waving at the police men. He leapt forward and onto the machine, prying it open and pulling the man out. Then he tossed the man at the feet of the first policeman and with a flick of his wrist, shot into the air and away. Steve didn't realize he'd been gripping the dog tags against until Bucky was staring at his hand with a frown, and the tips of his ears turned pink with embarrassment.

"When you – when you shipped out. You-"

"Sent you a letter. With my tags. I remember." he reached out, gently uncurling Steve's fingers from around them. "Seems like they shouldn't have lasted this long though."

"I-" he cleared his throat, embarrassed, "I had Tony remake them out of something sturdier." he pulled the chain over his head, pressing them into Bucky's hand. "They're yours, you should have them." Bucky just shook his head, smiling at him again.

"No, they're yours Stevie. Just like I've always been." the words had his heart hammering in his chest and he met his best friend's gaze in disbelief, unsure of what to say. He'd been in love with his best friend since long before the war – long before he'd become Captain America, but that didn't mean he'd ever expected the feelings to be returned. "Peter said – well, he told me that his Pa loved me too, although not in the way a kid loves his parent." Bucky said with a smirk, and Steve ducked his head in embarrassment, only to have Bucky lower to a crouch to catch his eye again.

"I told him that I already knew." Steve was trapped in the other's gaze and he was torn between wanting to run and wanting to hold on and never let go.

"How?" he ended up asking, voice rough, and watched the smirk soften, become something private that Steve hadn't realized before was meant to be just for him.

"Because I felt the same way, and nobody else makes a promise like we did – till the end,"

"Of the line." Steve finished, and he felt the smile break out, didn't bother fighting it, and with tentative fingers, reached out to cup his best friend's face. At the touch, Bucky seemed to relax, and when he reached out it was nowhere near as gentle, but it was every bit as loving when he pressed their mouths together and kissed him like their lives depended on it. They ended up both being in the chair, Steve pressed against the back with Bucky straddling his lap, and when the latter leaned back, Steve flushed crimson. Bucky just laughed and pressed their foreheads together, not willing to move away.

"I hope you don't mind if I take you up on that offer to stay here. After all, it's gonna be enough of a pain in my ass keeping an eye on the two of you from here, let alone if I do it from elsewhere in the city." Steve laughed, giving a fond shake of his head.

"Of course you can stay here. We'll have to tell everyone else though so that they aren't caught by surprise. That would be -"

"Hilarious?" Bucky provided, and Steve chuckled but shook his head.

"I was thinking more along the lines of dangerous and possibly awkward."

"Hmm. You mean as awkward as you'd feel if Peter walked in on us right now?" that had Steve almost leaping to his feet, but Bucky just stayed where he was, hooking his legs around Steve's hips and clinging. Steve made a soft sound of surprise but Bucky just grinned, leaning in to kiss him again.

"Buck-"

"Calm down, Stevie. Let's sit on the couch." with no choice but to comply, Steve did just that, and was more than a little relieved when Bucky moved to sit next to him instead though there was a smug grin on his face. Moments later, they both heard the thud of Peter hitting the side of the building and sure enough, moments later he was sliding in through a window, landing with a small groan.

"Peter! Are you okay?" Steve asked, already on his feet and rushing over, but Peter waved him off.

"I'm all good, Pa. Don't believe everything you see on TV. It's just a couple of bruises." he pulled off his mask and lifted his head to grin, showing a faint bruise along his jaw but no other sign of injury. Then it was like a bell had rung above his head because he straightened like a shot, eyes searching the room and falling on Bucky. The grin that spread across his face was wide and happy, and he actually gave a laugh before he was rushing across the room, practically knocking Bucky over from where he'd stood, obviously having expected such a greeting. "You're back."

"Yeah kid, I'm back." Peter laughed again, finally letting go and moving back so that he could see his Pa too.

"Oh man, and you guys are _finally_ together." the laugh turned evil. "I've got to tell aunt Tasha. She owes me 20." Bucky was laughing but Steve was sputtering in embarrassment.

"You made a bet on-"

"How fast it would take you both to admit your feelings, yeah. And I won." Peter preened, hugging Bucky tightly again before moving to hug his Pa. "I'm happy for you." he said softly when his Pa hugged him back, and Steve just gave a huff but he was smiling.

"Get out of the suit. We'll go for ice cream." Peter gave a whoop of happiness before he rushed off to his room, and Steve felt Bucky's hand slip into his own.

"I bet _you _20 that he'll 'slip' and call me dad at least one to see how flustered you get." Bucky said with a grin, and Steve just shook his head, and on impulse leaned over to kiss him.

"I'll do you one better," Steve murmured, and Bucky looked surprised but pleased. "I bet you dinner tomorrow night that if I don't react, he won't ever switch back to your name." Bucky gave a burst of surprised laughter and kissed Steve back.

"I'll take that bet." there was the click of a camera and both looked over to see Peter dressed in regular clothes, camera hanging around his neck and a grin on his face.

"Photographic evidence for aunt Tasha. Give me one minute to collect my money and ice cream will be on me." he said happily, and neither could argue with him as he practically skipped to the elevator.

As he'd promised, he was back within moments, leaning out of the elevator to beckon them after him. It only took Peter 5 minutes to pretend to slip up and call Bucky dad, and when Steve only reacted by taking Bucky's hand, Peter just beamed, and never called him anything else ever again. With Steve's hand in his, and Peter beaming at them like everyday was Christmas, he couldn't make himself care, and he never bothered to correct him. After all, Peter hadn't been wrong, he was a great kid anyone would be lucky to have. As if reading his thoughts, Steve squeezed his hand, and Bucky returned the pressure. He'd been searching for himself for a year, and all it had taken was these two idiots to show him that he didn't have to look anywhere else.


End file.
